CHAPTER III:  INVESTMENT GUARANTEE MEASURES

Article 20

The State of the Socialist Republic of Vietnam guarantees (21) fair and appropriate (22) treatment for Foreign Investors investing in Vietnam.

Article 21

During the course of investing in Vietnam, the capital and other lawful assets of Foreign Investors shall not be requisitioned or confiscated through administrative measures, [and] Enterprises With Foreign Capital Investment shall not be nationalized.

The State of the Socialist Republic of Vietnam protects the industrial property rights, and guarantees the legal interests, of Foreign Investors in technology transfer activities in Vietnam.

Article 21a

1. In the event that a change in the provisions of Vietnamese law causes harm to the interests of an Enterprise With Foreign Capital Investment and the parties to a Business Co-operation Contract, the Enterprise With Foreign Capital Investment and the parties to the Business Co-operation Contract continue to enjoy the preferences stipulated in [their] Investment License and this Law, or are entitled to an appropriate solution [taken] by the State in accordance with the following measures:

a. [They] [may] change the project?s operational objectives;

b. [They] are granted tax exemptions [and/or] reductions in accordance with the provisions of law;

c. The damage suffered by the Enterprise With Foreign Investment Capital and the parties to the Business Co-operation Contract [can] be deducted from the taxable income of the enterprise; [or]

d. In certain necessary circumstances, [they] are entitled to be considered for appropriate compensation.

2. New regulations providing for more preferences which are promulgated after an Investment License has been issued will apply to Enterprises With Foreign Capital Investment [and] parties to Business Co-operation Contracts.

Article 22

Foreign Investors investing in Vietnam may remit abroad:

1. The profits earned from business operations;
2. The payments for provision of technology or services;
3. The principal of and interest on offshore loans [incurred] in the course of operation;
4. The invested capital; [and]
5. Other sums of money and assets in their lawful ownership (23)

Article 23

Foreigners working in Vietnam for Enterprises With Foreign Capital Investment or working for the parties to Business Co-operation Contracts are entitled to remit abroad their own lawful income after payment of personal income tax in accordance with the provisions of law.

Article 24

Disputes between the parties to a Business Co-operation Contract or between the parties to a joint venture, as well as disputes between Enterprises With Foreign Capital Investment and the parties to Business Co-operation Contracts and Vietnamese enterprises must first be resolved through negotiation [and] conciliation.

In the event that the parties can not reconcile, then the dispute shall be referred to an arbitration organization or a Vietnamese court for resolution in accordance with Vietnamese law.

With respect to disputes between the parties participating in a Joint Venture Enterprise or a Business Co-operation Contract, the parties may agree in the contract on the selection of another arbitration body to resolve the dispute.

Disputes between parties which arise from a Build-Operate-Transfer Contract, Build-Transfer-Operate Contract [or] Build-Transfer Contract shall be resolved in accordance with the method agreed upon by the parties as stated in the [relevant] Contract.

NOTES:

21. Guarantee: The Vietnamese expression "dam bao" used here and elsewhere in the original Vietnamese text of this

* Law is capable of being construed or literally translated as "guarantee", "ensure" or "secure".

22. Appropriate: The original Vietnamese term is "thoa dang", which may also be loosely translated as "satisfactory".

23. In their lawful ownership: The Vietnamese phrase literally reads "...belong to their lawful ownership rights".

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Source:  Department of Ministry of Investment and Planning, HCM city, Vietnam