In order to support PAN ASSET to invest 7 stars hotel in Danang effectively our law team has studied and condensed the new FDI law of Vietnam after issued decree 31/2021/ND-CP on March 26, 2021 under these articles:

• Investment conditions
• Business line and conditions for market access by foreign investors
• Guarantees for business investment
• Investment incentives and supports
• Overseas investment activities
• Investment promotion
• State management of investment in Vietnam and overseas investment

Contents:
1. There are three (3) kinds of business lines to be checked before engaging any investment decision in Vietnam:
1.1 Restricted from foreign investors 84 lines
1.2 Not allowed to FDI 25 lines
1.3 Conditional for FDI’s market access 59 lines

Decree 31 once again affirms that, except for those business lines restricted from foreign investors’ market access, foreign investors shall be able to access the market same as domestic ones.

List of business lines restricted from foreign investors’ market access will be publicly posted on the National Investment Portal.

Decree 31 adds new forms of project adjustment in case of:
– investors receive the transfer of investment projects which are collateral assets
– division, separation or merger of investment projects
– LUR (Land Use Rights) and properties attached to land belonging to investment projects as capital contribution to enterprises.
– Use of LUR and properties attached to land belonging to investment projects for business cooperation

In order to tighten the management of investment activities of foreign investors in the form of capital contribution, share purchase, purchase of contributed capital, the Investment Law 2020 added two additional mandatory conditions for investment in the form of capital contribution, share purchase, purchase of contributed capital which are: Ensuring national defense and security in accordance with the Law on Investment; and Satisfying the provisions of law on land on conditions for receiving land use rights, conditions for land use in islands, border communes, wards and towns, coastal communes, wards and towns. Accordingly, Decree 31 supplements the mechanism of consultation with the Ministry of National Defense and the Ministry of Public Security on satisfaction of the above conditions for foreign investors investing in the form of capital contribution, share purchase, purchase of capital contributions to economic organizations with land use right certificates in islands, border communes, wards and towns, coastal communes, wards and towns; other areas affecting national defense and security, except for economic organizations implementing investment projects in industrial parks, export processing zones, high-tech parks and economic zones established under the Government’s regulations.
In order to clarify conditions on areas affecting national defense and security, Decree 31 introduced the concept of “Other areas affecting national defense and security” including many areas under the law on protection of defense works and military zones; in accordance with the law on guards; the law on protection of important works related to national security; the Government’s regulations on combining national defense with socio-economic and socio-economic with national defense; the Prime Minister’s decision on approving the master plan on defense layout combined with socio-economic development; The area prohibiting foreign organizations and individuals to own houses to ensure national defense and security in accordance with the law on housing.
In fact, for both foreign investors and Vietnamese enterprises, determining whether a specific location subject to Other areas affecting national defense and security” is a complicated task due to the fact that there are many relevant legal documents, even internal documents of State agencies which are not public.
Security deposit for implementation of investment projects
– The Investment Law 2020 introduced a new regulation that benefits investors by allowing investors to secure the implementation of the project by submitting a credit institution’s guaranty instead of compulsory deposit in cash.


Supplementation of conditions and procedures for shutdown of investment projects
– The Investment Law 2020 provides for new regulation allowing investors to cease operation of investment projects (without terminating investment projects). Especially, in case of shutdown of the project due to force majeure, investors are entitled to land rental exemption or land use fee reduction during the shutdown period (not exceed 12 months)

Decree 31 supplements the regulations on facilitating foreign investors to establish innovative start-up small and medium-sized enterprises or contribute capital, buy shares or capital contributions to these enterprises. Accordingly, foreign investors shall only need to conduct procedures as prescribed for domestic investors in accordance with the Law on Enterprises without obtaining Investment Registration Certificate or approval for capital contribution, share purchase, contributed capital purchase if such enterprises meet certain conditions of innovative start-up investment projects.

Decree 31 takes effect on March 26, 2021, amending and supplementing many of relevant Decrees to conform with new changes in Decree 31 such as:
– Decree No. 46/2014/ND-CP on land and water surface rents;
– Decree No. 52/2020/ND-CP on golf course investment and business;
– Decree No. 25/2020/ND-CP on elaboration of some Articles of the Law on Bidding on investor selection;
– Decree No. 96/2016/ND-CP providing for security and order conditions for a number of conditional business lines;
– Decree No. 82/2018/ND-CP on management of industrial parks and economic zones;
– Decree No. 11/2013/ND-CP on management of investment in urban development;
– Decree No. 99/2003/ND-CP on promulgation of hi-tech zone regulations;
– Decree No. 94/2020/ND-CP regulating preferential mechanisms and policies for Vietnam National Innovation Center.

At the same time replace and repeal many of the following decrees and regulations:
– Decree of Government No. 118/2015/ND-CP dated November 12, 2015, guidelines for some Articles of the Law on Investment;
– Decree No. 37/2020/ND-CP dated March 30, 2020 on amendments to list of industries benefitting from investment incentives attached to Decree No. 118/2015/ND-CP on elaborating to Law on Investment;
– Decree No. 83/2015/ND-CP dated September 25th 2015, regulations on outward investment;
– Decree No. 104/2007/ND-CP of June 14, 2007, on provision of debt collection services.;
– Decree No. 69/2016/ND-CP dated July 01, 2016, requirements for running debt trading service;
– Decree No. 79/2016/ND-CP dated July 01, 2016, conditions for training business in specialist knowledge, professional competence in management and operation of apartment buildings, knowledge of real estate brokerage practicing, real estate transaction management;
– Article 2 of Decree No. 100/2018/ND-CP dated July 16, 2018 amending and annulling some regulations on necessary business conditions in fields under the management of the Ministry of Construction. –