Decree No. 101/2006/ND-CP dated September 21, 2006 of the Government providing for the re-registration, transformation, and registration for new investment certificates of foreign-invested enterprises under the Provisions of the Enterprise Law and the Investment Law
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
Hanoi, September 21, 2006
PROVIDING FOR THE RE-REGISTRATION, TRANSFORMATION, AND REGISTRATION FOR NEW INVESTMENT CERTIFICATES OF FOREIGN-INVESTED ENTERPRISES UNDER THE PROVISIONS OF THE ENTERPRISE LAW AND THE INVESTMENT LAW
Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the November 29, 2005 Investment Law;
Pursuant to the November 29, 2005 Enterprise Law;
At the proposal of the Minister of Planning and Investment,
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Article 1.- Scope of regulation
This Decree provides for:
1. The re-registration and transformation stipulated in Clauses 2 and 3, Article 170 of the Enterprise Law of foreign-invested enterprises which have been granted investment licenses under the Law on Foreign Investment in Vietnam; and the registration for new investment certificates stipulated in Clause 1, Article 88 of the Investment Law by parties to business cooperation contracts which have been granted investment licenses under the Law on Foreign Investment in Vietnam.
2. Rights and obligations of foreign-invested enterprises which are not required to make re-registration under the Enterprise Law and the Investment Law; the adjustment of investment licenses of foreign-invested enterprises which are not re-registered or do not register for new investment certificates.
Article 2.- Subjects of application
1. Foreign-invested enterprises which have been granted investment licenses under the Law on Foreign Investment in Vietnam, including:
a/ Joint venture enterprises;
b/ Enterprises with 100% foreign capital;
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c/ Foreign-invested joint-stock companies set up under the Government’s Decree No. 38/2003/ND-CP of April 15, 2003, on transformation of a number of foreign-invested enterprises into joint-stock companies.
2. Investment projects in the form of business cooperation contract, which have been granted investment licenses under the Law on Foreign Investment in Vietnam.
Article 3.- Interpretation of terms
1. “Re-registration” means the business registration according to the provisions of the Enterprise Law by a foreign-invested enterprise set up under the Law on Foreign Investment in Vietnam in order to execute an investment project under the Investment Law and be granted a new investment certificate but not changing the type of enterprise stated in the granted investment license; the investment certificate is concurrently the business registration certificate.
2. “Enterprise transformation” means the transformation of the type of enterprise by a foreign-invested enterprise under the Enterprise Law and the Investment Law for which a new investment certificate is granted.
3. “Registration for a new investment certificate” means the registration by the parties to a business cooperation contract to convert the investment license into an investment certificate.
4. “Re-registered enterprise” means a foreign-invested enterprise which is granted a new investment certificate under the Enterprise Law and the Investment Law in replacement of the investment license granted under the Law on Foreign Investment in Vietnam.
5. “Transformed enterprise” means a foreign-invested enterprise which changes its form under the Enterprise Law and the Investment Law and is granted a new investment certificate.
6. “Enterprise which is not re-registered” means an enterprise which does not make re-registration within 2 years after the effective date of the Enterprise Law.
7. “Valid copy” means a notarized copy or a copy authenticated by the agency granting the original.
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