Regulations on Foreign Investment Guarantees in Vietnam

I. Guarantee of Asset Ownership

1. Lawful assets of investors shall not be nationalized or confiscated by administrative measures.

2. In cases where the State compulsorily purchases or requisitions assets for reasons of national defense, security, national interest, state of emergency, or natural disaster prevention and mitigation, the investor shall be compensated and reimbursed in accordance with the laws on compulsory purchase and requisition of assets and other relevant legal regulations.

II. Guarantee of Business Investment Activities

1. The State shall not compel investors to fulfill the following requirements:

a) Prioritizing the purchase or use of domestic goods and services, or being required to purchase or use goods and services from domestic manufacturers or service providers;

b) Exporting goods or services at a specified percentage; restricting the quantity, value, or types of goods and services exported or domestically produced and supplied;

c) Importing goods in a quantity and value corresponding to the quantity and value of exported goods, or being required to self-balance foreign currency from export sources to meet import demands;

d) Achieving a specific localization rate for domestically manufactured goods;

đ) Attaining a certain level or value in domestic research and development (R&D) activities;

e) Supplying goods or services at a specific location in Vietnam or abroad;

g) Locating the head office at a specific site as required by competent state authorities.

III. Guarantee of the Right to Remit Assets Abroad

After fully fulfilling all financial obligations toward the State of Vietnam in accordance with the law, foreign investors are permitted to transfer and remit the following assets abroad:

1. Investment capital and liquidated investment proceeds;

2. Income derived from business investment activities;

3. Money and other assets under the lawful ownership of the investor.

IV. Guarantee of Business Investment in the Event of Changes in Laws

1. Where a newly promulgated legal document provides new or higher investment incentives, investors shall enjoy such incentives under the regulations of the new legal document for the remaining duration of the project's incentive period, except for special investment incentives applicable to investment projects specified in Point a, Clause 5, Article 17 of this Law.

2. Where a newly promulgated legal document provides lower investment incentives than those previously enjoyed, investors shall be entitled to continue applying the previous incentives for the remaining duration of the project's incentive period.

3. The regulations in Clause 2 of this Article shall not apply if the changes in legal documents are made for reasons of national defense, national security, social order and safety, social morals, public health, or environmental protection.

4. If an investor is barred from continuing to apply investment incentives due to the exceptions in Clause 3 of this Article, they shall be considered for resolution through one or more of the following relief measures:

a) Deducting the actual damages incurred by the investor from their taxable income;

b) Adjusting the operational objectives of the investment project;

c) Assisting the investor in mitigating damages.

5. To be eligible for the investment guarantee measures specified in Clause 4 of this Article, the investor must submit a written request within 03 years from the effective date of the new legal document.

V. Resolution of Disputes in Business Investment Activities

1. Disputes arising from or relating to business investment activities in Vietnam shall first be resolved through negotiation and mediation. If negotiation or mediation fails, the dispute shall be referred to Arbitration or a Court under the provisions of Clauses 2, 3, and 4 of this Article.

2. Disputes between domestic investors, foreign-invested economic organizations, or between domestic investors/foreign-invested economic organizations and competent state authorities regarding business investment activities within the territory of Vietnam shall be resolved through Vietnamese Arbitration or Vietnamese Courts, except for the cases specified in Clause 3 of this Article.

3. Disputes between investors where at least one party is a foreign investor or an economic organization specified in Points a, b, and c, Clause 1, Article 20 of this Law shall be resolved through one of the following forums:

a) Vietnamese Courts;

b) Vietnamese Arbitration;

c) Foreign Arbitration;

d) International Arbitration;

đ) Ad-hoc Arbitration established by mutual agreement of the disputing parties.

4. Disputes between a foreign investor and a competent state authority regarding business investment activities within the territory of Vietnam shall be resolved through Vietnamese Arbitration or Vietnamese Courts, unless otherwise agreed upon under a contract or an international treaty to which the Socialist Republic of Vietnam is a member.