MINISTRY OF PLANNING AND INVESTMENT OF VIETNAM        FOREIGN INVESTMENT AGENCY - FIA            VIETNAM INVESTMENT GUIDE ...
FOREWORDIn recent years, Viet Nam’s economy has benefited from its Government’s open-doorpolicy. With a stable political e...
Why Invest in Vietnam?POPULATION• 86.5 million people (13th largest in the      ECONOMIC GROWTH  world) expected to grow t...
ABBREVIATION100% FOC   Wholly foreign-owned companyAALT       Asset Administration and Liquidation TeamASEAN      Associat...
MOF      Ministry of FinanceMOIT     Ministry of Industry and TradeMOLISA   Ministry of Labour, War Invalids and Social Af...
TABLE OF CONTENTPART I: VIETNAM: COUNTRY AND PEOPLE .................................................... 1 1. Key facts .....
1. Recruitment ....................................................................................... 46      2. Labour C...
7. Permitted Activities .......................................................................... 74      8. Reporting .....
PART I: VIETNAM: COUNTRY AND PEOPLE1. KEY FACTS-    Official name: The Socialist Republic of Viet Nam-    Capital: Hanoi- ...
There are 54 ethnic groups, of which the largest are Kinh (or ethnic Vietnamese,     comprising 87.17% of the population),...
National Assembly or its Standing Committee. Furthermore, the President has theright to nominate key officials such as the...
Viet Nam joined the United Nations in 1977, became an official member of theAssociation of South East Asian Nations (ASEAN...
The most important road pivot in the Vietnamese road system is the North-South pivot,which includes 2 routes: the 1A Natio...
The length of Vietnam railway network           Main routes            Length                                            T...
in some provinces, contributing significantly to the socio-economic development of theregion and the country.4.4. PortsVie...
A new international terminal of the Tan Son Nhat airport in Ho Chi Minh City, capableof handling up to 10 million passenge...
Industrial Zone (“IZ”) is a zone in which enterprises specialising in the production ofindustrial goods and the provision ...
Investment in high-tech zones is subject to the Regulations on High-Tech Zones(“HTZs”) as stipulated in Decree No. 99/2003...
Economic ZoneAn Economic Zone (“EZ”) is a zone that has an economic area separate from thegeneral investment and business ...
electrification, growth in demand is likely to remain very strong and accordingly thegovernment has set high priority for ...
has signed up for a US$165 million loan from the WB and the ADB to finance therehabilitation of the electricity transmissi...
(VNPT), by licensing other state-owned and joint-stock telecommunications’ firms andto partly privatise some of VNPT’s mar...
private companies. The Vietnamese non-State sector represented approximately 45per cent of Vietnam’s GDP, compared with 40...
200         200   200          200           200                                2000       2002                2005       ...
State           Non-state       FDI 1996              14.2             11.6            11.5            21.7 1997          ...
telecommunications network has been modernised. During 2008, the number oftelephone subscribers grew by 27.6 million reach...
90000   80000   70000   60000   50000                                                                             Export  ...
Figure 3: Top 10 export markets of Vietnam in 2008 and prior year comparables                                             ...
Darussalam. These “top ten” countries and territories account for over three quartersof the total licensed projects and fo...
invested sector has accounted for 29.8% of the countrys total investment, 40.2% ofindustrial output, 40% of the national e...
within five to seven years. In the services sectors, Vietnam has committed to open 11out of 12 services categories, includ...
PART III. LEGAL GUIDE FOR INVESTING IN VIETNAMI:        INTRODUCTIONOn 1 July 2006, the investment regime comprised of a u...
•   Catching of aquaculture.    •   Production of tobacco.    •   Real estate business.    •   Import, export and distribu...
Level 2 (Investment Registration): Foreign investment projects with a total investedcapital of less than VND300 billion no...
For the evaluation of investment projects with total invested capital of VND 300 billionor more, along with the applicatio...
who will consult with other relevant governmental authorities (where so        required) before issuing final approval.3.4...
relevant bodies in order to collate and submit them to the Prime Minister for hisdecision on investment policy.In cases wh...
suggests, unlimited liability partners are liable for the obligations of the partnershipwith all of their personal assets,...
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
2009 investment guidebook vietnam
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2009 investment guidebook vietnam

  1. 1. MINISTRY OF PLANNING AND INVESTMENT OF VIETNAM FOREIGN INVESTMENT AGENCY - FIA VIETNAM INVESTMENT GUIDE 2009
  2. 2. FOREWORDIn recent years, Viet Nam’s economy has benefited from its Government’s open-doorpolicy. With a stable political environment and its economic potentials, Viet Nam is anattractive destination for foreign investors.The Vietnamese Government has been endeavouring to create a favorable investmentenvironment by continuing to complete Viet Nam’s legal system and introducingimportant incentives for foreign investors.To provide an overview of the investment environment in Viet Nam, the ForeignInvestment Agency, Ministry of Planning and Investment has cooperated with Vilaf –Hong Duc and the PricewaterhouseCoopers Viet Nam to compile and issue thisguidebook.The book is divided into three main sections, the first two sections aim to provideforeign investors with an overview of Viet Nam and the economy; the third sectionprovides the legal guide for investing in Vietnam involving such matters as investmentprocedure, taxation, land, employment, foreign exchange, intellectual property, disputeresolution etc.The purpose of this book is not to provide a detailed analysis of Viet Nam’s economyor its foreign investment forms in Viet Nam, but to give a general introduction andsupply the necessary information to foreign investors who are looking at potentialopportunities of investment in the country.We believe that this will be a helpful guidebook for foreign investors in Viet Nam FOREIGN INVESTMENT AGENCY MINISTRY OF PLANNING AND INVESTMENT vi
  3. 3. Why Invest in Vietnam?POPULATION• 86.5 million people (13th largest in the ECONOMIC GROWTH world) expected to grow to 100 million • Remains one of the fastest- in 2020 with an annual growth rate of growing Asian economies, with 1.2%. foreign investment a key driver of• 50% of the population is 25 years or growth. younger. • High GDP growth in recent years,• Competitive labor cost. based on the power of FDI & the• Literate & well-trained workforce. private sector.NATURAL RESOURCES SECURITY & POLITICS• Abundant mineral & natural resources. • It is widely acknowledged that• Potential in oil & gas reserves. Vietnam has a stable political and• Competitive advantage in maritime social environment. ports & marine transportation. LEGAL ENVIRONMENT • Vietnam’s legal environment hasGEOGRAPHIC LOCATION significantly improved in recent• Vietnam is located in the center of years in compliance with Southeast Asia, the fastest growing international practices. economic region in the world. GLOBAL INTEGRATION• Vietnam has a 3,260 km of coastline • As the 150th member of the and many sea ports which are ideal for World Trade Organization since international trade. January 2007, Vietnam enjoys vast opportunities for economic growth. vi
  4. 4. ABBREVIATION100% FOC Wholly foreign-owned companyAALT Asset Administration and Liquidation TeamASEAN Association of Southeast Asian NationsBCC Business co-operation contractBOM Board of Management of IZs, EPZs, HTZs and EZsBOT Build-operate-transfer (including its derivative forms, BTO and BT)BT Build-transferBTO Build-transfer-operateCEPT Common Effective Preferential Tariff SchemeCIT Corporate income taxCPC Civil Proceedings CodeDOLISA Department of Labour, War Invalids and Social Affairs under a provincial People’s CommitteeDPI Department of Planning and Investment under a provincial Peoples CommitteeDTA Double Tax AgreementEIAR Environmental impact assessment reportEL Enterprise LawENT Economic needs testEPC Environment protection commitmentEPZ Export processing zoneEU European UnionEVN Vietnam Electricity GroupEZ Economic zoneFIC Foreign-invested companyFCT Foreign contractor taxFOB Free on boardHTZ High-tech zoneIL Investment LawIZ Industrial zoneJVC Joint venture companyJSC Joint stock companyLLC Limited liability companyLTT Law on Technology TransferLUR Land use rightsLURC Certificate of land use rightsMFN Most Favoured Nation vi
  5. 5. MOF Ministry of FinanceMOIT Ministry of Industry and TradeMOLISA Ministry of Labour, War Invalids and Social AffairsMONRE Ministry of Natural Resources and EnvironmentMOST Ministry of Science and TechnologyMPI Ministry of Planning and InvestmentNOIP National Office of Intellectual PropertyODA Official development assistancePCT Patent Cooperation TreatyPIT Personal income taxRO Representative OfficeSBV State Bank of VietnamSCT Special consumption taxSOE State-owned enterpriseTTC Technology transfer contractUSD United States of America dollarVAS Vietnamese accounting systemVAT Value-added taxVCAD Vietnam Competition Administration DepartmentVIAC Vietnam International Arbitration CentreVND Vietnamese DongWTO World Trade Organisation vi
  6. 6. TABLE OF CONTENTPART I: VIETNAM: COUNTRY AND PEOPLE .................................................... 1 1. Key facts ...................................................................................................... 1 2. Political structure ........................................................................................ 2 3. International Relations ................................................................................ 3 4. Infrastructure ............................................................................................... 4 4.1. Highway system ................................................................................ 4 4.2. Railway ............................................................................................... 5 4.3. Inland Waterways .............................................................................. 6 4.4. Ports ................................................................................................... 7 4.5. Airports and Civil Aviation ............................................................... 7 4.6. Industrial Zones, Export Processing Zones, High-Tech Zones and Economic Zones.............................................................................................. 8 5. Energy ........................................................................................................ 11 6. Telecommunications ................................................................................. 13PART II. THE ECONOMY .................................................................................. 14 1. Overview .................................................................................................... 14 2. Principal economic sectors ...................................................................... 15 3. External Trade ........................................................................................... 18 4. Foreign Direct Investment ........................................................................ 20 5. Equitization of State-owned enterprises ................................................. 22 6. Viet Nam’s WTO Accession ...................................................................... 22PART III. LEGAL GUIDE FOR INVESTING IN VIETNAM ................................. 24 I: INTRODUCTION ........................................................................................ 24 1. Overview ............................................................................................ 24 2. Licensing ........................................................................................... 24 3. Licensing Authority .......................................................................... 27 4. Corporate Forms ............................................................................... 29 5. WTO Update ...........................오류! 책갈피가 정의되어 있지 않습니다. II: TAXATION ................................................................................................. 29 1. Corporate Income Tax ...................................................................... 30 2. Capital Transfer Tax ......................................................................... 33 3. Value-Added Tax ............................................................................... 33 4. Personal Income Tax ........................................................................ 33 5. Import and Export Duties ............................................................... 37 III: LAND LAW .............................................................................................. 38 1. Land Use Rights and Land Use Right Certificate........................... 39 2. Land Lease ........................................................................................ 39 3. Land Price ......................................................................................... 41 4. Lease of Commercial Property ........................................................ 41 5. Land Clearance ................................................................................. 41 6. Sale of Apartments ........................................................................... 41 7. Lease of residential houses by foreigners ..................................... 42 IV: FOREIGN EXCHANGE AND LOANS ....................................................... 42 1. Foreign Exchange ............................................................................ 42 2. Loans................................................................................................. 45 V: EMPLOYMENT........................................................................................... 46 vi
  7. 7. 1. Recruitment ....................................................................................... 46 2. Labour Contracts .............................................................................. 47 3. Termination of Employment ............................................................ 48 4. Wages, Overtime Payments, and Statutory Minimums ................. 49 5. Work Permits ..................................................................................... 50 6. Collective Labour Agreement .......................................................... 50 7. Trade Unions ..................................................................................... 50 8. Employment Funds........................................................................... 51VI: COMPETITION LAW ................................................................................ 52 1. Unfair Competition............................................................................ 52 2. Practices in Restraint of Competition ............................................. 52 3. Agreements in Restraint of Competition ........................................ 53 4. Monopolies and Market Dominance ................................................ 54 5. Economic Concentration ................................................................. 55 6. Competition Authorities ................................................................... 56VII: ENVIRONMENT ....................................................................................... 56 1. Strategic Environment Assessment Reports ................................. 56 2. Environmental Impact Assessment Report .................................... 57 3. Environmental Protection Commitment ......................................... 58VIII: INTELLECTUAL PROPERTY ............................................................ 58 1. Protection of Intellectual Property Rights in Vietnam ................... 59 2. Trademarks ....................................................................................... 61 3. Patents ............................................................................................... 62 4. Industrial designs ............................................................................. 63 5. Copyright ........................................................................................... 63 6. Transfer of Intellectual Property Rights .......................................... 64 7. Enforcement of Intellectual Property Rights .................................. 65IX: TECHNOLOGY TRANSFER ..................................................................... 66 1. General Principles ............................................................................ 67 2. Technology Transfer Contract ......................................................... 67 3. Governing Law .................................................................................. 68 4. Registration ....................................................................................... 68 5. Pricing................................................................................................ 68 6. Confidentiality ................................................................................... 69X: DISPUTE RESOLUTION ............................................................................ 69 1. Conciliation and Mediation .............................................................. 69 2. International Arbitration ................................................................... 69 3. Foreign Courts .................................................................................. 70 4. Domestic Arbitration ........................................................................ 70 5. Vietnamese Courts ........................................................................... 71 6. Enforcement Process ....................................................................... 72XI: REPRESENTATIVE OFFICE IN VIETNAM............................................... 72 1. Establishment Conditions................................................................ 72 2. Application Procedure...................................................................... 73 3. Press Announcement ....................................................................... 73 4. Licensing Authority .......................................................................... 73 5. Time Limit for Licensing and Licensing Fee .................................. 73 6. Operation ........................................................................................... 73 vi
  8. 8. 7. Permitted Activities .......................................................................... 74 8. Reporting ........................................................................................... 74 9. Termination ....................................................................................... 74APPENDICES..................................................................................................... 76 APPENDIX I - SUMMARY OF WTO COMMITMENTS ................................... 76 APPENDIX II - List of major legal document relating to the business activities of foreign investors in Vietnam .................................................................... 80 APPENDIX III - LIST OF SECTORS ENTITLED TO INVESTMENT INCENTIVE 85 APPENDIX IV - List of geographical regions of investment incentives .... 91 APPENDIX V - List of conditional investment sectors applicable to foreign investors ........................................................................................................ 96 APPENDIX VI - USEFUL CONTACTS AND ADDRESSES IN VIETNAM ...... 97 vi
  9. 9. PART I: VIETNAM: COUNTRY AND PEOPLE1. KEY FACTS- Official name: The Socialist Republic of Viet Nam- Capital: Hanoi- Location: Viet Nam is located in the eastern part of the Indochina peninsula, bordered by China to the North, Laos and Cambodia to the West, the East Sea and Pacific Ocean to the East and South.- Area: 331,689 square kilometers. Three quarters of the country consists of mountains and tropical forests.- Coastline: 3,260 km- Major cities: North: Ha Noi (capital), Hai Phong Centre: Hue, Da Nang, Quy Nhon South: Ho Chi Minh City, Nha Trang, Can Tho- Typography: The North consists of highlands and the Red River Delta. The South is divided into coastal lowlands, central highlands with a high plateau and the Mekong River Delta. The two “Rice baskets” are the Red River Delta (15,000 sq. km) and the Mekong River Delta (40.000 sq. km) Inland waterways: total length of 41,000km, total annual flow of 3,000 billion m3- Climate: Viet Nam is located in both tropical and temperate zones. The whole country is affected by a strong monsoon influence, with a considerable amount of sunshine and a high rate of rainfall and humidity. The average annual rainfall is around 223cm The climate is tropical in Southern and Central Viet Nam, with a wet and a dry season, and warm and humid weather all year round. In the North, there are four seasons with a distinct winter.- Natural Resource: Energy resources (oil, gas, coal and hydropower); minerals (bauxite, iron ore, lead, gold, precious stones, tin, chromate, anthracite, construction materials, granite, marble, clay, white sand and graphite); sea and tropical forestry resources and agricultural potential.- Population: 86.5 million (2009), expected to grow to 100 million in 2020 with an annual growth rate of 1.2%.- Ethic groups: 1Vietnam Investment Guide 2009
  10. 10. There are 54 ethnic groups, of which the largest are Kinh (or ethnic Vietnamese, comprising 87.17% of the population), Tay, Thai, Muong, Chinese and Khmer.- Official language: Vietnamese (for business purposes English, French, Russian, Chinese, Japanese and German are also commonly spoken)- Education and Literacy:In 2003 Vietnam’s literacy rate was 94 percent, including 95.8 percent for men and92.3 percent for women. In the 2006/2007 academic year there were 279,593 schools,12% more than in 2000/2001. In 2006/2007 more than 16 million pupils attendedprimary, lower secondary and upper secondary schools. The national average ofgraduates from upper secondary schools is 93.7%. At the same time close to 1.5million students attended the 253 public universities and colleges and 210,000 wereenrolled in the 46 non-public institutions. In comparison, in 2000, there were only800,000 students in the public and only 100,000 students in the non-publicuniversities and colleges.2. POLITICAL STRUCTUREViet Nam is a socialist country operating under the leadership of the Communist Party.A nationwide congress (“National Congress”) of Viet Nam’s Communist Party is heldevery five years to determine the country’s guiding strategies and adopt its chiefpolicies on solutions for socio-economic development. The National Congress electsthe Central Committee which in turn elects the Politburo. The last congress was heldin April 2006.National AssemblyThe National Assembly is the highest law-making body in the country. It comprisesdelegates who are elected for a five-year term from various strata of the populationincluding different ethnic groups from all around the country. The National Assemblyis both the supreme state authority and the unique legislative body and has the powerto promulgate and amend the Constitution and Laws. The National Assembly meetstwice yearly. The Standing Committee of the National Assembly is the permanentexecutive body of the National Assembly. Its principal functions are the interpretationof the Constitution, Laws and Ordinances, the control of their implementation and thesupervision of the activity of the Government, the Supreme People’s Court and theSupreme People’s Procuracy.The President of Viet NamThe President, as the Head of State, is elected by the National Assembly from itsmembers to represent Viet Nam in domestic and foreign affairs for a five-year tenure.The President has the right to proclaim Laws and Ordinances passed by the NationalAssembly and the Standing Committee. The President is the commander-in-chief ofthe armed forces and Chairman of the Council of Defence and Security. In foreignaffairs, the President has the authority to appoint ambassadors and to signinternational agreements and treaties. The President appoints and dismisses thePrime Minister and the members of the Government on the basis of resolutions of the 2Vietnam Investment Guide 2009
  11. 11. National Assembly or its Standing Committee. Furthermore, the President has theright to nominate key officials such as the Chief Justice of the Supreme Court and theChief Procurator of the Supreme Procuracy, subject to the National Assembly’sapproval. The current president of Viet Nam is Mr Nguyen Minh Triet and the currentPrime Minister of Viet Nam is Mr. Nguyen Tan Dung.The GovernmentThe Government is the highest executive organ of the State. The Prime Minister is theleader of the Government. The Prime Minister is responsible for the day-to-dayoperations of the Government. The Vietnamese Government currently has 18ministries and 4 ministerial-level bodies.The People’s Councils and People’s CommitteesViet Nam has 58 provinces (*) and 5 cities directly under central authority (includingHanoi, Ho Chi Minh City, Haiphong, Da Nang, and Can Tho). Provinces aresubdivided into districts, provincial cities and municipalities. Districts are furtherdivided into communes and townships. Cities directly under the central authorities aremade up of districts. Urban districts are divided into precincts, and rural districts aremade up of communes.People’s Councils of various administrative levels are elected by the population of thelocality. People’s Councils are responsible for the supervision of the implementation ofthe laws, policies and tasks at the local level, and for taking decisions on local socio-economic development programs and budgets.People’s Committees of various levels are the executive arm of the People’s Councils.They are also local administrative authorities, and report to the People’s Councils ofthe same level. Chairmen, vice chairmen and members of the People’s Committeesare elected by People’s Councils.(*) Hanoi expansion: On 29th May 2008, the National Assembly approved theexpansion of Hanoi into the neighbouring HaTay province, Melinh district of Vinh Phucprovince, and four communes in Luong Son district of Hoa Binh province. Theexpansion took effect from 1st August 2008. With this expansion the area andpopulation of Hanoi have increased to 3,344.7 sq. km from 921.8 sq. km and 6.44million from 3.39 million, respectively.The People’s Courts and People’s ProsecutorsThe Constitution establishes a three-level judicial system comprising District Courts,Provincial Courts and the Supreme People’s Court. In addition, there is a system ofpeople’s organs of control acting as a procuracy or public prosecutor to oversee theobservance of laws by judicial bodies and to exercise the power of public prosecution.3. INTERNATIONAL RELATIONSAt present, Viet Nam has established diplomatic relations with 172 countries, and ithas economic and trading relations with about 165 countries and territories. Vietnamholds membership in 63 international organizations and over 650 non-governmentalorganizations 3Vietnam Investment Guide 2009
  12. 12. Viet Nam joined the United Nations in 1977, became an official member of theAssociation of South East Asian Nations (ASEAN) in 1995, and has concluded acooperation agreement with the European Union. Relationships with multi-nationalfinancial institutions such as the World Bank (WB), the International Monetary Fund(IMF) and the Asian Development Bank (ADB) have been re-established. Viet Namhas been participating in the ASEAN Free Trade Area (“AFTA”) since 1996 andbecame a member of the Asia Pacific Economic Cooperation Forum (APEC) in 1998.Viet Nam signed the bilateral trade agreement (BTA) with the United States in 2000.Besides aspects of international trade, the BTA covers a variety of other areas,including intellectual property rights, trade in services, development of investmentrelations, business facilitation and the obligation to ensure transparency of laws andregulations. The BTA essentially constitutes a commitment by both countries to opentheir markets to each other. In October 2004, Vietnam hosted the 5th Asia-EuropeMeeting (ASEM). In November 2006, Vietnam hosted the APEC Summit. On 11January 2007 Viet Nam became an official member of the World Trade Organisation(WTO), and in January 2008 the country started a two-year term as an elected non-permanent member of the UN Security Council.4. INFRASTRUCTUREInfrastructure has always been considered a crucial element of the Vietnam’s nationaldevelopment and competitiveness. Being aware of the decisive role infrastructureplays in the country’s economic development process, the Vietnamese Governmentdetermines that for Vietnam to become a modernized industrial nation by the 2020s,infrastructure has to take a significant step forward with large-scale projects, andconsistently be developed and connected with the nation’s key economic regions.It is estimated that about VND400,000 billion (about USD25 billion) is needed for theinfrastructure development of Vietnam in the period between 2006-2010. This isequivalent to 18% of the total investment of the society. To realize this target, besidespromoting the effective use of the investments from the State budget and ODA fund,promoting the participation of the private sector in infrastructure development is also apriority of the Vietnamese Government.4.1. Highway systemVietnam has a dense road system extending over 251,786 km country-wide. The roadsystem is divided, by administrative levels, into: - National Roads (17,295km) which are administered by the central level,linking the country’s cities and provinces together as well as with Vietnam’s bordergates with neighboring countries (China, Laos and Cambodia); and - Local roads, which include Provincial Roads (23,138km) managed by theprovincial level, linking the province’s districts; District Roads (54,962km), managedby the district level, linking the district’s communes; Commune Roads (141,442km)managed by the commune level; Urban Roads (8,536km) managed by cities andtowns; and specialized roads (4,414km) used for special purposes. 4Vietnam Investment Guide 2009
  13. 13. The most important road pivot in the Vietnamese road system is the North-South pivot,which includes 2 routes: the 1A National Highway and the Ho Chi Minh Highway. The1A National Highway is 2,260km in length with Lang Son province and Ca Mauprovince at its two ends running through 31 cities and provinces of Vietnam.The Ho Chi Minh Highway is to the west of the 1A National Highway, designed to be3,167km in length to connect Cao Bang province in the North with Ca Mau province inthe South. Phase 1 of the Ho Chi Minh Highway running from Hoa Lac (Ha Noi) toNgoc Hoi (Kon Tum province) with a total length of 1,234km was completed in 2005.4.2. RailwayThe rail network of Vietnam has a total length of 2,632 km of which the meter gauge(1,000mm), standard gauge (1,435mm) and mixed gauge are 2,169 km, 178 km and253 km, respectively.Vietnam Rail Network Regional Rail network:The length of Vietnam railway network and gauge are represented in the followingtable 5Vietnam Investment Guide 2009
  14. 14. The length of Vietnam railway network Main routes Length Track gauge (km) Ha Noi - Ho Chi Minh 1726 1000 mm Ha Noi - Hai Phong 102 1000 mm Ha Noi - Lao Cai 296 1000 mm Ha Noi - Dong Dang 163 dual gauge (1435 &1000 mm) Ha Noi - Quan Trieu 75 dual gauge (1435 &1000 mm) Kep - Uong Bi - Ha 106 1435 mm Long Kep - Luu Xa 57 1435 mm(Source: Vietnam Railway Corporation – VRC)There are 278 stations in the rail network country-wide. The longest and mostimportant route is the Hanoi – Ho Chi Minh City line, which stretches for 1,726 km.This line is now serviced by an express train, which makes the journey inapproximately 29.5 hours.Vietnam’s railways is linked to China in two lines, one from Lao Cai province toYunnan province, and one from Lang Son province to Kwangsi province of China.Construction of the railway lines connecting with Laos and Cambodia has beenincluded in the Government’s development strategy for the Railway industry ofVietnam.4.3. Inland WaterwaysThe inland waterway system offers a cheap and flexible mode of transport. Viet Namhas more than 2,300 rivers and canals with total length of 198,000 km. Currently, theinland waterway has a system of over 61,000 km The two major inland waterwaysystems serve as major transportation outlets. The first major inland waterway systemis in the Red River area in the north which stretches for approximately 2,500 km.Along this system there are five main ports, of which Hanoi is the largest. The secondmajor inland waterway extends 4,500 km along the Mekong River and its tributaries inthe South and boasts about 30 ports, including Ho Chi Minh City.Inland waterway transport in Vietnam is very developed, and ranked the second indomestic passenger and cargo transport (especially coal, rice, sand, stone, gravel,and other usually high weight low value goods), accounting for 25-30% of totaldomestic transported volume, especially in the Mekong river delta, and reach 60-70% 6Vietnam Investment Guide 2009
  15. 15. in some provinces, contributing significantly to the socio-economic development of theregion and the country.4.4. PortsVietnam has a 3,260km coastline, a strategic position close to international shippingroutes and favoured natural conditions of foundation, sea depth, current, tidal,sedimentation and channels for developing seaport business. There are currently119 seaports which are organised into 8 geographical groups:1. North: Quang Ninh to Ninh Binh2. North of Central: Thanh Hoa to Ha Tinh3. Middle of Central: Quang Binh to Quang Ngai4. South of Central: Binh Dinh to Ninh Thuan5. Ho Chi Minh City - Dong Nai - Ba Ria - Vung Tau6. Mekong Delta7. Phu Quoc8. Con Dao and international transhipment groupsIn May 2004, the government endorsed the master plan to address majorshortcomings: a lack of deep seaports, in particular, and to raise the competitivenessof local facilities to the standards of other countries in the region. Vietnam is planningto boost the development of seaports from now until 2020 to meet the increasingdemand for cargo handling and transport in the future. Some key regional ports whichrequire investment include Hai Phong and Cai Lan in the North; Nghi Son, Cua Lo,Vung Ang, Chan May in the North of Central; Da Nang, Dung Quat in the Middle ofCentral; Quy Nhon, Nha Trang, Van Phong in the South of Central; and Ho Chi MinhCity, Vung Tau and Can Tho in the South.Meanwhile, existing ports will be upgraded and some will be built in focal economiczones to accommodate vessels of more than 30,000DWT. Ports for containers, loosegoods, liquid commodities and international transhipment will also be developed.Under the plan, the maritime sector will complete the upgrading and expansion of 10key ports namely Cai Lan, Hai Phong in the North; Cua Lo, Da Nang, Dung Quat, QuyNhon, Nha Trang in the Central region; and Thi Vai, Ho Chi Minh City and Can Tho inthe South. In addition, the sector will develop key projects including the Lach HuyenSeaport in the city of Haiphong, the Lien Chieu Seaport in the central city of Da Nang,and the Cai Mep-Thi Vai Seaport in the southern province of Ba Ria-Vung Tau.4.5. Airports and Civil AviationVietnam is divided into 3 air traffic regions. There are four international airports, two inthe North (Hanoi and Dien Bien Phu), one in the centre (Da Nang) and one in theSouth, (Ho Chi Minh City) and 19 domestic airports. Six airports are located in theNorth, eight in the Centre and nine in the South.Currently, the Government has significantly upgraded international airports to handlethe increase in the volume of traffic associated with Viet Nams invigorated economy. 7Vietnam Investment Guide 2009
  16. 16. A new international terminal of the Tan Son Nhat airport in Ho Chi Minh City, capableof handling up to 10 million passengers a year was opened in December 2007. NoiBai airport in Hanoi was upgraded, enlarged and completed for operation in 2002,construction of a second terminal is expected to be completed in 2010. Four newinternational airports are planned to be constructed in Phu Quoc, Dong Nai, Lao Caiand Quang Ninh provinces. Preparations are underway for the new Long ThanhInternational Airport, 40 kilometers from Ho Chi Minh City in Dong Nai province. Theairport is scheduled to open in 2010 and by 2015 it will be further expanded to reachan annual transportation capacity of 80 to 100 million passengers, becoming one ofthe biggest airports in the region.Apart from the state-owned Vietnam Airlines, three private Vietnamese airlines havereceived operational license in 2007 and 2008 (i.e. Jetstar-Pacific Airlines, VietJetAir,Indochina Airlines), and Phu Quoc Air is expected to hand in its application for alicense shortly.The government has opened-up for foreign investment in airports and airportconstruction (BOT and other models) as a necessary means to accelerate themodernisation of this important service industry.4.6. INDUSTRIAL ZONES, EXPORT PROCESSING ZONES, HIGH-TECH ZONESAND ECONOMIC ZONESIn 1991, the Vietnamese Government introduced a policy to develop these specialadministrative zones, including Industrial Zones, Export Processing Zones, High-TechZones and Economic Zones, in an effort to geographically diversify investmentlocations, to accelerate export, and to create more jobs.Since then, the “zones” system has been developed across the country, playing animportant role in attracting foreign investment to Viet Nam. There are currently over190 IZs have been licensed with 11 IZs established by 100% foreign-owned entities,19 established by joint venture enterprises, and 160 by Vietnamese enterprises. Thetotal land area available for industrial development in the zones amounted to close to29,800 hectares, almost 50% of which has been leased out. In addition, thirteeneconomic zones have also been licensed with a total area of over 270,000 hectares.The majority of investment in the zones has been in the manufacturing sector, initiallyin textile and garment, but increasingly also in other higher value added sectors suchas consumer electronics, as the recent investments from Intel, Foxconn and Nidecshow.The most important factor contributing to the success of the zones is the higherquality of infrastructure. In addition, transport and telecommunications infrastructurehas also been improved in and around the zones. Another key factor is the availabilityof land. The zones offer already cleared and registered-for-industrial-use land by thetime the investor is ready to build its factory. The Government has not only made thezones easily accessible to investors, but also offers fiscal incentives to zone investors(details are given below). Many zones also offer more expedited licensing processand consultative services that help investors prepare applications.Industrial Zone & Export Processing Zone 8Vietnam Investment Guide 2009
  17. 17. Industrial Zone (“IZ”) is a zone in which enterprises specialising in the production ofindustrial goods and the provision of services for industrial production areconcentrated.Export Processing Zone (“EPZ”) is an industrial zone specialising in the production ofgoods for export and the provision of services for such production and export activities.Investment in IZs and EPZs is generally regulated by Decree No. 29/2008/ND-CP ofthe Government dated 14 March 2008 providing Regulations on Industrial Zones andExport Processing Zones (“Decree 29”).Developers of IZs and EPZs and investors operating and doing business in thesezones (collectively referred to herein as “IZs Developers,” “IZ Enterprises,” and “EPZEnterprises,” respectively) are granted the following preferential treatment:* Import duties and value-added tax: IZ Developers, IZ Enterprises and EPZEnterprises may be exempt from payment of import duties and value-added tax ongoods imported for the establishment and implementation of their investment projects.* Land use: - Incentives include preferential land rental rates, exemption from payment of land use fees for the land area allocated to the investor by the State, or, in the case of a land lease, exemption from payment of land rental for the life of the projects. - Where IZ Developers, IZ Enterprises and EPZ Enterprises pay their land rental on an annual basis, they have the right to: (i) mortgage or use as a guarantee assets attached to land; (ii) sell or contribute as capital assets attached to land; (iii) sell or lease out factories, offices and warehouse built in the IZ; and (iv) sub-lease the land area on which infrastructure facilities have been completed (please note that the right mentioned in (iv) is only applicable to IZ Developers). - Such IZ Developers, IZ Enterprises and EPZ Enterprises who pay the land rental for the entire term of their lease at once are entitled to additional rights. In particular, during the term of their land lease or sub-lease, they are permitted to: (i) assign the value of their LUR and assets attached to the land leased out to them; (ii) sub-lease LUR and assets attached to land; (iii) contribute the value of LUR and assets attached to land as capital to joint ventures; (iv) mortgage or use as a guarantee LUR and assets to credit institutions operating in Viet Nam.High-Tech Zone A High-Tech Zone is multi-function economic-technical zone with a defined boundaryestablished in accordance with a decision of the Prime Minister to conduct high-techresearch, development and applications, to nurture high-tech enterprises, to trainhigh-tech human resources and to manufacture and trade high-tech products1.1 High-tech products are defined as “products created on the basis of application of high technology”. “High technology” isdefined as “the technology integrated from achievement of advanced technology and science which has the ability to create a 9Vietnam Investment Guide 2009
  18. 18. Investment in high-tech zones is subject to the Regulations on High-Tech Zones(“HTZs”) as stipulated in Decree No. 99/2003/ND/CP of the Government on 28 August2003 (“Decree 99”) and Decision 53/2004/QD/TTg of the Government dated 5 April2004.The Vietnamese government strongly encourages investment in the following high-tech sectors:Information technology, communications, and computer software technology; - Bio-technology serving agricultural, aquaculture and medical sectors; - Microelectronic, fine mechanical, mechanical-electronic, optical-electronic and automatic technologies; - New material technology and new energy technology; and - Other special technologies.Under the applicable laws of Viet Nam, foreign and domestic investors operating anddoing business in HTZs and foreign and Vietnamese individuals working forinvestment projects in HTZs are entitled to the following preferential treatment: - CIT: newly-established projects in HTZs are entitled to: (i) the preferential CIT rate of 10% for 15 years; (ii) a 4-year CIT exemption beginning from the year taxable income is earned; and (iii) a 50% CIT reduction for the following 9 years. - Land use: A uniform land lease pricing applies to both foreign and domestic investors in HTZs. Exemptions of land rent may be granted to those investors of projects on research and development of technology or on high-level skills training in science and technology. During the term of leasing or sub-leasing land, investors are allowed to sub-lease, assign and mortgage land use rights and assets attached to their leased land plots to credit institutions operating in Viet Nam. - Housing: Favourable conditions may be made available to the investors and workers in HTZs in terms of their housing and residence. - Visas: Multiple-entry visas with a term compatible with the term of employment are issued to foreign individuals and overseas Vietnamese who invest or work in HTZs. - Credit assistance: The Development Assistance Fund of Viet Nam is ready to extend medium or long-term credit with soft interest rates and issue loan guarantees to Vietnamese manufacturers in HTZs. In addition, all investors directly exporting their products may be entitled to an export credit assistance and an export award. - Additional incentives may be granted to the investors in “especially important projects.”sudden increase in labour productivity, features, quality and added value of products, to form new production or serviceindustries with high socio-economic effectiveness,a great effect on socio-economic development and national defence and security.” 10Vietnam Investment Guide 2009
  19. 19. Economic ZoneAn Economic Zone (“EZ”) is a zone that has an economic area separate from thegeneral investment and business environment and with especially favourableconditions for investors.An EZ is an identified geographical zone with privileges regarding the investmentenvironment, preferential stable policies, and flexible management, creating the bestconditions for the business activities of the domestic and foreign investor.Investment in EZs is currently regulated by Decree 108 and special Decision issuedby the Prime Minister.Developers of EZs and investors operating and doing business in these zones(collectively referred to herein as “EZs Developers” and “EZ Enterprises”) are grantedthe following preferential treatment: - CIT: newly-established projects in EZs are entitled to: (i) the preferentialCIT rate of 10% for 15 years; (ii) a 4-year CIT exemption beginning from the yeartaxable income is earned; and (iii) a 50% CIT reduction for the following 9 years. - Import duties and value-added tax: EZ Developers and EZ Enterprises areentitled, for a term of 5 years from the commencement of their operations, to: (i) anexemption from payment of import duties on materials, equipment, components andsemi- products that have not yet been produced domestically and that must beimported for the purpose of production within the EZ.Import and export duties are not levied upon the following imports and exports: (i) Goods imported from abroad to a non-tariff area; (ii) Goods exported from a non-tariff area abroad; (iii) Goods transferred from or sold by a non-tariff area to an EPZ or any enterprise; and (iv) Goods not subject to export duty, with Vietnamese origin, and transported into a non-tariff area.* VAT: Goods produced and services provided in non-tariff areas and goods importedand services provided from abroad to non-tariff areas are exempt from VAT.* Special sales tax (“SST”): Goods produced and services provided in non-tariff areasand goods imported and services provided from abroad to non-tariff areas are exemptfrom SST (except for certain types goods or services).5. ENERGYVietnam is a net energy exporter, and is expected to remain such for the foreseeablefuture. The country is endowed with offshore oil and gas resources in the south, coalin the north, and hydroelectric power resources in the mountains running from north tosouth along the countrys western regions. Hydro power accounts for close to 40% ofthe electricity generating capacity of Viet Nam. Gas fired turbines generate around37% of electricity and coal accounts for 11%. The remaining needs are met by variousoil fuelled plants and also by imports. In line with further industrialization and 11Vietnam Investment Guide 2009
  20. 20. electrification, growth in demand is likely to remain very strong and accordingly thegovernment has set high priority for significant investments in the sector. While theelectricity industry is currently run by the state owned Electricity of Viet NamCorporation (“EVN”), foreign companies have entered the market in the form of Build-Operate-Transfer (BOT) projects. Other players such as Vinacomin, Petrovietnamhave recently entered the power production market. Furthermore, the Electricity Lawof 2004 envisages a competitive market in the future and draft roadmaps indicatecompetition to the wholesale market could be introduced possibly in 2014.Electricity output in 2006 reached 59 billion kWh with Foreign Invested Enterprisesaccounting for 5.6%. The EVN aims to generate about 70-78 billion KWh in 2010 andas high as 167-201 billion kWh in 2020. Achieving this goal requires the developmentof approximately 32 to 37 new power generation projects, totalling 12,400 MW incapacity, including up to 20 hydroelectric plants with 4,000 MW capacity; eight gas oroil power plants (5,200 MW), and seven coal-fired plants (3,200 MW). Implementationof these projects also requires the construction of about 15,000 km of 110 – 500kVtransmission lines, together with 300,000 km of low medium and low voltagedistribution lines. In order to achieve the above targets, the annual power growthduring 2000-2020 should achieve 8.8% to 10% to keep pace with the annual GDPgrowth of 6.6% to 8%. The annual investment required to achieve the set target isestimated to be US$1.5 to US$2 billion per year. Over the last few years, an array oflarge capacity power plants were built and put into operation, such as Pha Lai ThermoPower Plant with capacity of 440MW, Tri An Hydroelectric with a capacity of 400MWand Hoa Binh Hydroelectric Power Plant with a capacity of 1,920 MW. Build-Operate-Transfer (BOT) projects are also in operation including the 715-MW Phu My 2-2 plantcommencing operations in January 2003 and the similar capacity Phu My 3 Plant thatcommenced operations in March 2004. These plants in Ba Ria Vung Tau are fuelledby gas from the Nam Con Son Basin. Further large power plants are underconstruction or to be constructed, such as the Ca Mau gas fired power complex with acapacity of 1,500 MW, O Mon gas fired power complex with a capacity of 2,640 MWYaly Hydroelectric with capacity of 720 MW, Mong Duong coal fired Power Complexwith capacity of over 2,000 MW. In addition, a 3,600 MW hydropower complex at SonLa in the North is also under construction.Furthermore, Viet Nam plans to complete its first nuclear power plant by 2020 as analternative means on meeting electricity demand. The primary sources of finance forinvestment in the power sector are from Official Development Assistance (ODA)grants and loans committed by such international donors as the World Bank (WB), theAsian Development Bank (ADB), bilateral funds from various foreign governments,and funds from the Vietnamese Government. Other crucial sources of finance overthe next decade include foreign suppliers’ credits and EVN’s retained earnings. In therecent years, a number of domestic investors have entered the power productionmarket such as Vinacomin focussing on small size coal fired power plant with capacityof below 600 MW (e.g. Uong Bi, Mong Duong 1, Son Dong, Cam Pha 2, Na Duong)and PetroVietnam focusing on gas fired power plant (e.g. Ca Mau 1 & 2, Nhon Trach1&2). Local commercial banks have been active in providing finance for powergeneration projects developed by EVN and other state-owned enterprises. Viet Nam 12Vietnam Investment Guide 2009
  21. 21. has signed up for a US$165 million loan from the WB and the ADB to finance therehabilitation of the electricity transmission and distribution systems in Ho Chi MinhCity, Hanoi, Nha Trang and Hue. Soft loans and aid from foreign governments arealso being spent to improve the system.Additionally, Viet Nam has great potential of renewable energy, and its consumption ison the rise. Under the solar power cooperation program between France and VietNam, a solar station was installed in Ho Chi Minh City to provide electricity for theprovinces Gia Lai, Quang Nam, and Binh Phuoc.6. TELECOMMUNICATIONSViet Nam has made great strides in upgrading its telecommunications systems. In thelast six years, the annual growth of the telecommunication market in Viet Namreached 30%. To date, Vietnam has achieved more than 30 phones per 100 peoplewith 19 million mobile subscribers. The Government’s relaxation with regard tointernational calls made over the internet and the spread of mobile phonesubscriptions have further improved the telecommunications landscape, especially inrural areas. Internet usage has also rapidly risen and by the end of 2008 there wereover an estimated 21.5 million users. The bigger growth is seen in the mobile sectorand wireless networks. Viettel is the largest mobile service provider in Vietnam. Thesecond largest provider is MobiFone followed by Vinaphone. Both MobiFone andVinaphone are VNPT subsidiaries. Other service providers are S-Fone, EVN Telecomand Ha Noi Telecom.The table below illustrates the rapid development.Vietnam’s demand for IT and Telecommunications is expected to continue to increaseover the next 5 years in line with continued growth in disposable incomes. Entry to theWorld Trade Organisation (WTO) in January 2007 has provided the industry withmore private competition which will increase the number of actors in the market. Thismakes telecommunications and technology services cheaper and moreaccessible. The government has already promised to lower telecoms charges andInternet access fees in the country by 2010. The government is also planning toupgrade the country’s information, communications and technology (ICT)infrastructure. Furthermore, the government is trying to break the virtual monopoly ofthe state-owned telecoms company, Vietnam National Post and Telecommunications 13Vietnam Investment Guide 2009
  22. 22. (VNPT), by licensing other state-owned and joint-stock telecommunications’ firms andto partly privatise some of VNPT’s market leading subsidiaries. Currently, foreign firmsare allowed to own 51 % of the shares in Vietnamese telecommunications firms. In2010 this limit will be raised to 65%.Today, almost every commune in Vietnam has at least limited access to the fixed-linetelephone network, compared to less than 60 % ten years ago. The government plansto improve the quality of access through a rural telecommunications’ developmentproject that will make use of the existing Code Division Multiple Access (CDMA)network.The PC penetration rate has risen in recent years. The number of Internet users hasmore than doubled since 2005. Most people who are interested in using the Internetdo so through Internet cafés, which are common in urban areas. The number ofInternet users is expected to continue to rise and the government hopes that around25%-30 % will use the Internet by 2010PART II. THE ECONOMY1. OVERVIEWViet Nam has undertaken a remarkable economic transformation over the past 20years. Confronted with the failure of the centrally planned economy, which had beenput in place after the country’s reunification in 1975, the Government of Viet Namlaunched the “Doi Moi” (“Renovation”) initiative in 1986. Doi Moi sought to reviveeconomic growth and development by starting a gradual transition from centralplanning to a market-based economy, and by progressively integrating into the worldeconomy. Reforms under Doi Moi have gradually removed the dominance of thepublic sector in the economy and allowed private investment and initiative. Keymeasures include the transfer of agricultural land from large State-owned farms tohousehold farms, price liberalization and private ownership in industry and commerce.Viet Nam also started reforming its State-owned enterprises (SOEs) and graduallyopened to foreign direct investment (FDI).Helped by a strong culture of entrepreneurship and high literacy rates, the economyresponded strongly and rapidly to Doi Moi. The private sector took off at once from avirtually non-existent base. To date, there are about 240,000 registered national 14Vietnam Investment Guide 2009
  23. 23. private companies. The Vietnamese non-State sector represented approximately 45per cent of Vietnam’s GDP, compared with 40 per cent for the State sector and 15 percent for the foreign-invested sector.As a result of Doi Moi and the development of the private sector, annual real grossdomestic product (GDP) growth averaged 6.8 per cent in the period 1986–2006, withrelatively little volatility and moderate inflation. Viet Nam has become one of thefastest-growing economies in the world, averaging around 8.4% annual grossdomestic product (GDP) growth from 1990-1997, 7.5% from 2000 to 2006, and 8.5%in 2007. The economy grew by a multiple of 10 from the late-1980s to 2006, reaching$61 billion and making Viet Nam the 58th largest economy in the world, up from 76thin 1986. In addition to growing rapidly, the economy also diversified significantly. In1990, agriculture represented over 30 per cent of GDP; by 2006 it had declined tounder 19 per cent. In contrast, industry increased from 25 per cent to 41 per cent overthe same period, creating a large number of jobs in the industrial sector (see belowfigure).The economic transformation and high growth rates have been accompanied byunprecedented progress in poverty reduction. The poverty rate plunged from 58 percent in 1993 to 37.4 per cent in 1998 and 19.5 per cent in 2004. Similarly, the WorldBank estimates that the population living with less than $1 a day was only 2 per centof the total in 2002. It also estimates per capita GDP on a parity of purchasing power(PPP) basis at $3,384 in 2006, up from $941 in 1990.2. PRINCIPAL ECONOMIC SECTORSGDP Growth Rate by Economic Sectors (%) 15Vietnam Investment Guide 2009
  24. 24. 200 200 200 200 200 2000 2002 2005 2007 1 3 4 6 8 8.4 GDP 6.7 6.8 7.0 7.3 7.6 8.4 8.23 6.18 8 Agriculture, 3.4 4.0 aquaculture, forestry 4.0 2.7 4.1 3.6 3.5 4.0 3.69 1 7 & fishery Industry & 10. 10. 10. 10.3 10. 10.4 9.4 10.6 6.11 construction 1 4 2 8 6 8.6 7.1 Services 5.6 6.1 6.5 6.4 7.4 7.5 8.29 8 8Source: General Statistics OfficeAgriculture/aquaculture – as one of the bases for Viet Nams socio-economicdevelopment, this industry has continued to maintain its stable growth rate of over3.8% annually over the past five years. This has helped contribute to the maintenanceof socio-economic stability and the provision of improved support to the hungereradication, poverty alleviation and employment generation programs. The cropstructure has also changed and agricultural productivity has increased in manyregions. In recent years aquaculture has increased rapidly, and in 2008 accounted for23.63% of the total value of agricultural/aquacultural production. Export income fromaquatic products has also been increasing considerably, reaching USD 4.6 billion in2008.Industry - Difficulties and challenges in the industrial sector have been overcome,bringing about positive results. The industrial growth rate averaged 17% over the lastfive years. In 2007, industrial production value increased by 17.1%, with a growth ratein private businesses of 20.9%. This is attributed to the encouraging policies andpositive impacts of the former Enterprise Law. Production capacity has risen inseveral industries, resulting in increased exports. The industrial structure has changedconsiderably, by 2007, manufacturing accounted for 87.6% of industrial production, ofwhich the food processing industry accounted for 20.6%. Power supply anddistribution (5.2%) and water supply (0.4%) accounted for 5.6%. mining and quarrying,particularly the extraction of oil and gas accounted for 6.8% of the total value ofindustrial production.Industrial growth (% increase on 1994 price) Total By ownership 16Vietnam Investment Guide 2009
  25. 25. State Non-state FDI 1996 14.2 11.6 11.5 21.7 1997 13.8 10.8 9.5 23.2 1998 12.5 7.7 7.5 24.4 1999 11.6 5.4 10.9 21.0 2000 17.5 13.2 19.2 21.8 2001 14.6 12.7 21.5 12.6 2002 14.8 12.5 18.3 15.2 2003 16.8 11.9 23.3 18.0 2004 16.6 11.9 22.3 17.4 2005 17.2 8.7 24.1 20.9 2006 17 9.1 23.9 18.8 2007 17.1 10.3 20.9 18.2 2008 14.6 4 18.8 18.6Source: General Statistics OfficeServices - The services sector has maintained its operations despite variousdifficulties, and has still improved its quality, meeting the demands of economicgrowth and the people. Trade has increased relatively well. Markets are more openand transparent with the participation of all economic sectors. Business methods havebecome more diversified, and there has been an annual average increase of about20.1% in total retail sales. Further progress has been recorded in the tourism industry.Numerous tourist attractions have been built, upgraded or renovated, and the types oftourism have diversified, resulting in a continuous increase in tourism revenue. Inaddition to business conferences, very notably Viet Nam hosted the APEC summit inNovember 2006. International arrivals in 2007 were estimated at 4.23 million, up by18% against 2006. Generally, transport services are meeting the basic demands ofcargo and passenger transportation. However in certain parts of the country roadcongestion is an increasing problem. Floods and other natural disasters also causedifficulties from time to time. The physical infrastructure of the transport sector hasimproved in recent years, albeit trailing the rate of economic growth. Moreachievements are expected in the next few years with improved roads and portfacilities. Post and telecommunications services have developed rapidly. The basic 17Vietnam Investment Guide 2009
  26. 26. telecommunications network has been modernised. During 2008, the number oftelephone subscribers grew by 27.6 million reaching over 79.4 million. The mobilesector is particularly vibrant with a number of ambitious local companies competing forsubscribers. The insurance services market has grown rapidly with the participation ofstate-owned, joint-stock, joint-venture and wholly foreign-owned companies. Totalpremiums increased more than five times from approximately USD 190 million in 2000.Non life premiums in 2007 were USD 522 million, 30% higher than in 2006 and lifepremiums at USD 600 million were 12% higher. Total premiums representapproximately 1.5% of GDP and the government targets 4.2% by 2010. Currently,there are 37 businesses from all economic sectors operating in the insurance sector,of which 8 cover life insurance, 1 composite, 21 non-life and 8 in brokerage. Inaddition, there are approximately 30 representative offices of foreign insurancecompanies operating in Viet Nam. As of January 1, 2008, pursuant to the nationsWTO commitments, foreign insurers are allowed to provide compulsory insuranceproducts.In 2007, the total value of services increased by 8.7%. The total revenue from theretail sale of domestic goods and services increased by 23.3% compared to 2006,with private domestic business accounting for 85%, foreign invested enterprisesaccounting for 4.1% of turnover and State Owned Enterprises for 10.9%.3. EXTERNAL TRADEDuring the 2002-2008 period, total export revenue increased by 23.8% per year. Boththe composition and quality of exports have improved significantly. The proportion ofindustrial products has risen considerably. The five biggest export categories are oil,textiles, footwear, seafood and wood products. During the same period, total importshave increased by 25.5% per year.Exports reached US$62.9 billion in 2008, an increase of 29.5% compared to 2007.However, due to considerable imports of equipment and materials used for theindustrialisation and modernisation process, and for foreign investment projects, thetrade deficit has increased over the past three years. Imports in 2008 reachedUS$ 80.4 billion. Trade relations with foreign countries, especially other countries inthe region, have expanded. In 2008, the biggest regions and countries buying fromViet Nam were America US$ 11.6 billion, ASEAN US$ 10.2 billion, the EuropeanUnion US$ 10 billion, and Japan US$ 8.8 billion.Figure 1:Export, Import and Trade deficit 18Vietnam Investment Guide 2009
  27. 27. 90000 80000 70000 60000 50000 Export 40000 Import 30000 Trade deficit 20000 10000 0 -10000 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 19 19 19 19 19 19 19 19 19 19 20 20 20 20 20 20 20 20 20Figure 2: Major economic indicators 35% 30% 25% 20% 15% 10% 5% 0% 2000 2001 2002 2003 2004 2005 2006 2007 2008 GDP Growth rate (%) Inflation (%) Export growth rate (%) 19Vietnam Investment Guide 2009
  28. 28. Figure 3: Top 10 export markets of Vietnam in 2008 and prior year comparables 2008 2007 2006 14,000 12,000 10,000 USD Million 8,000 6,000 4,000 2,000 0 USA Japan China Australia Singapore Germany Malaysia Philippines Korea UKFigure 4: The Top 10 import markets of Vietnam in 2008 and prior yearcomparables 2008 2007 2006 18,000 16,000 14,000 12,000 USD million 10,000 8,000 6,000 4,000 2,000 0 China Singapore Taiw an Japan Korea Thailand USA Hongkong Malaysia India4. FOREIGN DIRECT INVESTMENTSince the introduction of the Law on Foreign Investment in 1987, leaving asideprojects which have expired or been withdrawn, by the end of 2008, there have beenover 9,800 active licensed projects with a total registered capital of close toUS$ 149.8 billion. To date, investors from 84 countries and territories have committedinvestments in Viet Nam. Asia accounts for 69.8%, Europe 16.7%, and America 6% ofthe total FDI, with other areas totaling 7.5%. Taiwan, Malaysia, Japan, Republic ofKorea and Singapore are the top five countries and territories investing in Vietnam,accounting for 61% of the licensed projects with a total investment capital account of57.8% of the total foreign investment capital of Viet Nam. The next five countries andterritories are British Virgin Islands, Hongkong, Thailand, Canada and Brunei 20Vietnam Investment Guide 2009
  29. 29. Darussalam. These “top ten” countries and territories account for over three quartersof the total licensed projects and foreign registered capital in Viet Nam.Figure 5: FDI Flow into Viet Nam in the period 1988-2008 To tal investment Disbursement No . of project 64 ,0 0 0 1800 60,000 1600 50,000 1400 1200 No. of project 40,000 US$ million 1000 30,000 800 21,3 4 7 600 20,000 8,0 3 6 11,50 0 400 10,000 200 0 0 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008Since 1996 there has been a tendency towards investment in producing goods forexport, infrastructure construction, producing import substitutes and in labour-intensive industries. There are more than 6,303 projects in the manufacturing andconstruction industries with a total capital of about US$87,7 billion, accounting for58.6% of the registered capital.While there are foreign invested projects in most provinces and cities in Viet Nam,most investment has been in the key economic areas in the South including Ho ChiMinh City, Dong Nai, Binh Duong, Ba Ria, Vung Tau, and in the North including Hanoi,Hai Duong, Hai Phong and Quang Ninh.Particular focus has been in Hanoi and Ho Chi Minh City which have more developedinfrastructure, higher purchasing power and a more skilled labour force. With thedevelopment of the first oil refinery in Dung Quat and the implementation of aneffective investment promotion policy, Da Nang is becoming a new key economicarea – the third link in an emerging economic triangle.In recent years there has also been an increase in 100% foreign owned projects.These projects now account for 77% of the total licensed projects and 58.5% of theregistered capital, while joint venture enterprises make up 20% and 34% respectively.There are also 9 licensed foreign invested BOT projects in Viet Nam (water supplyand electricity plants) with a total registered capital of US$1.75 billion. The foreign invested sector has seen rapid growth, gradually asserting itself as adynamic component of the economy, and has made an important contribution toenhancing the competitiveness and efficiency of the economy. In 2008, the foreign 21Vietnam Investment Guide 2009
  30. 30. invested sector has accounted for 29.8% of the countrys total investment, 40.2% ofindustrial output, 40% of the national export, and 22% (2007) of the GDP of Viet Nam.5. EQUITIZATION OF STATE-OWNED ENTERPRISESSince the undertaking of Doi Moi initiative, together with encouraging national privateinvestment and progressively opening the economy to foreign investors, theGovernment of Viet Nam has pursued its reform program for the State-ownedEnterprises (SOEs) with an aim to improve their productivity and efficiency. Thereform has been conducted in three phases (restructure, renovate and develop)through the implementation of 4 key measures:(i) reform of SOE management;(ii) reorganise and reinforce state owned general corporations;(iii) SOE equitisations;(iv) Transferring, contracting, leasing and selling of SOEs.The equitization process, which consists of transforming SOEs into shareholdingcompanies and selling part or all of the capital to employees and/or private investors,was initiated in 1991.To date, over 3,800 SOEs has been equitised accounting for25% of the state-owned capital and 70% of the total SOEs in the list to be equitized.There are now 1,720 wholly state-owned enterprises (100% SOEs) including 7Groups, 86 General Corporations, 4 state-owned commercial banks2 and over 1,000independent SOEs.Since 2005, the equitisation is not only limited to small and medium SOEs, but alsocovers large General Corporations. It is estimated that the remaining 2,000 SOEs stillaccount for 40% of GDP and over 50% of tax revenue. It is planned that 70 stateowned general corporations are to be equitised over the period 2007 to 2011.Particularly notetable are the equitisation of the National Insurance Corporation (BaoViet) in July 2007 and Vietcombank in December 2007. Other General Corporationsand State Owned Commercial Banks which have been or will be equitised includebeer companies Sabeco (Saigon Beer–Alcohol–Beverage JSC) and Habeco (HanoiBeer–Alcohol–Beverage JSC), Vinatex (Vietnam National Textile Garment Group),Mobifone (Vietnam Mobile Telecom Services Company), BIDV and Vietinbank.6. VIET NAM’S WTO ACCESSIONViet Nam officially joined the WTO on 7 November 2006 and put the commitmentsinto effect on 11 January 2007. A summary of the WTO commitments is attached atthe end of this book.In the commodities market, Vietnam pledged to maintain the average level for all(10,600) tariffs and, on average, reduce tariffs from the current level of 17.4 % to13.4% within five to seven years. The average tariff level for agricultural productswould decrease from the current level of 23.5% to 20.9% within about five years. Withregard to industrial products, the average level would drop from 16.8% to 12.6%2 Bank for Investment and Development of Vietnam (BIDV), Vietnam Bank for Industry and Trade (VietinBank), Vietnam Bank forAgriculture and Rural Development (AgriBank) and Mekong Housing Bank (MHB). 22Vietnam Investment Guide 2009
  31. 31. within five to seven years. In the services sectors, Vietnam has committed to open 11out of 12 services categories, including 110 sub-categories, in conformity with WTOregulations. These include several important services such as: business services,telecommunications, distribution, insurance, banking, stock exchange, transportation,health service, education, culture and the environment. Besides, Vietnam alsocommits to follow the WTO’s strict requirements in transparency, includingtransparency in the formulation process and enforcement of legal documents as wellas of the conditions and procedures for investment licensing.One of the most important positive influences for Vietnam after joining the WTO is thedrive this created for the government to continue to improve the businessenvironment and increase foreign investment. This is a clear signal that the WTOentry has provided Vietnam with motivation to further socio-economic development.Despite the short time, the business environment has improved as confirmed by theinternational community and partly shown in some global reports like the Word Bankreport on business environment. Owing to the improvement in business environmentand legal system, Vietnam has had two years of impressive FDI inflows in 2007 and2008. In addition, exports also saw a very impressive growth of over 20% in 2007 and2008. 23Vietnam Investment Guide 2009
  32. 32. PART III. LEGAL GUIDE FOR INVESTING IN VIETNAMI: INTRODUCTIONOn 1 July 2006, the investment regime comprised of a unified Enterprise Law (“EL”),which regulates corporations, and a common Investment Law (“IL”), which regulatesinvestment, came into effect. The promulgation of these two important legislations isconsidered a significant watershed for improvement of the legal environment oninvestment activities and corporate governance in Vietnam.1. OverviewTo do business under the IL and EL, foreign investors are required to obtaininvestment certificates from an appropriate Licensing Authority.Under the IL, investors may invest in all sectors not prohibited by law. Areasprohibited by law include:• investment projects detrimental to national defence, security, and the public interest;• investment projects detrimental to historical and cultural traditions and the ethics or customs of Vietnam;• investment projects harming people’s health or destroying natural resources and the environment; and• investment projects treating toxic waste imported to Vietnam and investment projects manufacturing toxic chemicals banned by international law.2. LicensingInvestors must follow the licensing and registration steps depending on the size andthe sector of the investment project.Conditional sectors: In common with all countries, Vietnam reserves its sovereign rightto restrict foreign investment in sensitive fields, namely the “conditional sectors”.Investment projects in conditional sectors must satisfy certain conditions in order to belicensed. Conditional sectors include: • Broadcasting and television. • Production, publishing and distribution of cultural products. • Exploration and exploitation of minerals. • Establishment of infrastructure for telecommunications network, transmission and provision of internet and telecommunications services. • Establishment of public postal network and provision of postal services and express services. • Construction and operation of river ports, sea ports, terminals and airports. • Transportation of goods and passengers by railway, airway, roadway and sea and inland waterways. 24Vietnam Investment Guide 2009
  33. 33. • Catching of aquaculture. • Production of tobacco. • Real estate business. • Import, export and distribution business. • Education and training. • Hospitals and clinics. • Other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the market to foreign investors.Most importantly for foreign investors, “conditional sectors” also include all“investment fields under international treaties to which Vietnam is a membercommitting to limited market access to foreign investors”. For example, this covers themarket access roadmaps contained in Vietnam’s WTO accession package.For business sectors that are made “conditional” by international commitments,Decree No. 108/2006/ND-CP dated 22 September 2006 of the Government, whichimplements certain provisions of the IL (“Decree 108”), provides that the applicablerequirements are those specified in the treaty or other agreement relating tointernational commitments. For example, under WTO commitments, investors fromWTO member countries are permitted to establish engineering firms in Vietnam on thecondition that for 02 years after the date of Vietnam’s accession, 100% foreign-ownedcompanies may only provide such services to other foreign investment enterprises inVietnam.For sectors which are declared conditional but are not mentioned in internationalagreements, investors must look at domestic laws to find the applicable conditions.For example, the relevant conditions for investment in “real estate business” arecontained in the Law on Real Estate Business.Level 1 (Business Registration): Domestic enterprises with an invested capital of lessthan VND15 billion that do not operate in the conditional sectors are only subject to“business registration”. Business Registration Domestic investment projects with invested capital of less than VND15 billion 25Vietnam Investment Guide 2009
  34. 34. Level 2 (Investment Registration): Foreign investment projects with a total investedcapital of less than VND300 billion not falling in a conditional sector are subject to“investment registration” and foreign investors of such projects must carry out theprocedures for investment registration in order to be granted an investment certificate.The investment certificate also serves as the business registration of the corporateentity.Domestic investment projects with a total invested capital from VND15 billion to lessthan VND300 billion are also subject to “investment registration”. Subject to a requestof the local investor, the Licensing Authority will issue an investment certificate tosuch investor.Enterprises can subsequently register additional investment projects without the needto create a separate entity. Investment Registration Investment Domestic Certificate investment projects with total invested capital from Foreign VND15 to less investment than VND300 projects with total billion invested capital of less than VND300 billionThe procedure for “investment registration” is set out in Decree 108. According toDecree 108, the investor must submit application documents for investmentregistration to the Licensing Authority. The Licensing Authority shall check thedocuments and issue the investment certificate to the investors within 15 workingdays of receiving the valid application.Level 3 (Investment Evaluation): Any investment project with a total invested capital ofVND300 billion or more or investment projects falling in conditional sectors mustundergo “an investment evaluation” by the Licensing Authority and other relevantauthorities. There are two different types of evaluation:• evaluation for investment projects regardless of total invested capital falling into conditional sectors; and• evaluation for investment projects with total invested capital of VND300 billion or more that do not fall into conditional sectors. 26Vietnam Investment Guide 2009
  35. 35. For the evaluation of investment projects with total invested capital of VND 300 billionor more, along with the application documents, the applicant must also submit an“economic - technical explanation” of the investment project to the Licensing Authority.This covers the economic – technical explanatory statement, objectives, scale,location, investment capital, implementation schedule, land use needs, andtechnological and environmental solutions of the investment project.For the evaluation of investment projects falling in conditional sectors, in addition tothe application documents, the investor must also demonstrate compliance withrequirements specific to that conditional sector.When assessing the application documents, the Licensing Authority may liaise withother relevant Ministries and authorities in evaluating the proposed investment project.Items to be evaluated shall comprise: • compliance with master planning/zoning for technical infrastructure, master planning/zoning for land use, master planning for construction, master planning for utilization of minerals and other natural resources; • land use requirements; • project implementation schedule; • Environmental solutions.The IL stipulates that the time-limit for evaluation of investment shall not exceed thirty(30) days from the date of receipt of a complete and valid file. In necessary cases, theabove time-limit may be extended, but not beyond forty five (45) days. Investment Evaluation Foreign and domestic Foreign and domestic investment projects investment projects with regardless of total total invested capital of invested capital falling VND300 billion or more in conditional sectors not falling in conditional sectors3. Licensing Authority3.1 The Board of Management (“BOM”) of industrial zones (“IZs”), export processing zones (“EPZs”), high-tech zones (“HTZs”), and economic zones (“EZs”) are responsible for licensing foreign investments within their zones.3.2 BOT projects are licensed by the Ministry of Planning and Investment (“MPI”).3.3 The Provincial People’s Committee is the authority responsible for all other foreign investments. Licensing applications shall be submitted to these bodies, 27Vietnam Investment Guide 2009
  36. 36. who will consult with other relevant governmental authorities (where so required) before issuing final approval.3.4 The Prime Minister will approve the following investment projects:(a) The following investment projects, irrespective of the source of investment capital and scale of investment: - construction and commercial operation of airports; air transportation; - construction and commercial operation of national sea ports;- exploration, mining and processing of petroleum; exploration and mining of minerals; - radio and television broadcasting; - commercial operation of casinos; - production of cigarettes; - establishment of university training establishments; and- establishment of IZs, EPZs, HTZs and EZs.(b) The following investment projects, irrespective of the source of investment capital but with a total invested capital of VND 1,500 billion or more in the following sectors:- business in electricity, processing of minerals, metallurgy;- construction of railway, road and internal waterway infrastructure; and- production and business of alcohol, beer;(c) The following projects with foreign-invested capital in the following sectors:- commercial operation of sea transportation;- construction of networks for and supply of postal and delivery, telecommunications and internet services, construction of wave transmission networks;- printing and distributing newspapers and printed matter, publishing; and- establishment of independent scientific research establishments.In cases where the investment projects stipulated above are included in the masterplan approved by the Prime Minister (or by an entity authorized by him) and satisfythe conditions in accordance with the laws of Vietnam and international treaties towhich Vietnam is a member, the Licensing Authority will issue an investmentcertificate to the investor without making a submission to the Prime Minister fordeciding an investment policy.In cases where the investment projects stipulated above are not included in themaster plan approved by the Prime Minister (or by an entity authorized by him) or donot satisfy conditions in international treaties to which Vietnam is a member, theLicensing Authority will obtain opinions from the relevant Ministries, MPI and other 28Vietnam Investment Guide 2009
  37. 37. relevant bodies in order to collate and submit them to the Prime Minister for hisdecision on investment policy.In cases where the investment projects stipulated above are in a sector for whichthere is no master plan yet, the Licensing Authority will obtain opinions from therelevant Ministries, MPI and other relevant bodies in order to collate and submit themto the Prime Minister for his decision on investment policy.4. Forms of InvestmentUnder the “Law on Investment” and the “Law on Enterprises” foreign investors maychoose the following forms of investment in Viet Nam:a) Business cooperation contractA contractual BCC entails a written contract between a foreign investor and aVietnamese party to jointly conduct one or more business projects in Viet Nam, basedon mutual allocation of responsibilities and the sharing of production, profits or losses,without creating a separate legal entity. The contract should stipulate the terms andconditions for the business as well as the rights and obligations of each party.b) Limited Liability CompanyLimited Liability Company, which is currently the standard form of investment forforeign investors in Viet Nam, is a legal entity. The liability of the company and theMembers is limited to the amount of capital registered and displayed in the businessregistration certificate as charter capital.A LLC may be established by one or more Members, which may be individuals ororganizations. The maximum number of Members is limited by law to a maximum offifty. Members generally share profits and losses in accordance with their capitalcontributions.c) Shareholding Company/Joint Stock CompanyA shareholding company, also known as joint stock company (JSC), must have aminimum of three shareholders and has legal entity status. The company may issuesecurities (debt and equity) to the public in accordance with legislation on securities,but is not required to be listed at a stock market. The shares may be freely assignedto other persons except for preferred shares as for example voting preference shares.Shareholders are liable for debts and other liabilities of the company within theamount of capital that they contributed.d) PartnershipA partnership is defined as an enterprise with at least two partners with unlimitedliability. Additionally partners with limited liability can be incorporated. As the term 29Vietnam Investment Guide 2009
  38. 38. suggests, unlimited liability partners are liable for the obligations of the partnershipwith all of their personal assets, limited liability partners are only liable up to the extentof their capital contribution. A partnership is prohibited from issuing securities of anytype. From the day of issuance of the Business Registration Certificate thepartnership shall enjoy legal entity statuse) Private Enterprise/Sole proprietorshipA private enterprise is an economic organization owned by an individual above theage of 18 being liable for all activities of the enterprise to the extent of all his or herpersonal assets.II: TAXATIONThe following taxes may affect foreign-invested projects and foreigners working inVietnam:• Corporate Income Tax;• Capital Transfer Tax;• Value-Added Tax; and• Personal Income Tax.1. Corporate Income Tax1.1 CIT ratesWith effect from 1 January 2009, the new Law on CIT introduces a standard CIT rateof 25% (as opposed to 28% previously applicable to FICs and foreign parties toBCCs) for both local enterprises operating under the Law on Enterprises and FICs,including foreign parties to BCCs. FICs and foreign parties to BCCs which obtainedinvestment licences or certificates before 1 January 2009 will continue to enjoy thepreferential tax incentives as stipulated in their investment licence or certificate.Preferential ratesOther than the standard rate, preferential rates of 10% and 20% apply to a number ofinvestment projects which satisfy certain conditions such as investment in certainfields of business and/or encouraged geographical locations. Specifically:(a) CIT at 10% for 15 years: The preferential tax rate applies to newly-established FICs from investment projects in areas with specially difficult socio-economic conditions as listed in the Appendix issued with Decree No.124/2008/ND-CP dated 11 December 2008 (“Decree 124”) and in EZs and HTZs or newly-established FICs from investment projects in the sectors of (i) high-tech; scientific research and technological development; (ii) investment in development of water plants, power plants and water supply systems; in bridges, roads and railways; in airports, seaports and river-ports; in air fields, stations and other specially 30Vietnam Investment Guide 2009

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