CIRCULAR

GUIDING AND PROMULGATING FORMS USED IN OUTWARD INVESTMENT

Pursuant to the Law on investment No. 67/2014/QH13 dated November 26, 2014;

Pursuant to the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 providing for outward investment;

Pursuant to the Government’s Decree No. 124/2017/ND-CP dated November 15, 2017 on outward investment in petroleum industry;

Pursuant to the Government’s Decree No. 86/2017/ND-CP dated July 25, 2017 defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

At the request of the Director of the Foreign Investment Agency;  

The Minister of Planning and Investment promulgates a Circular guiding and promulgating forms used when following procedures for outward investment.

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1. Scope: This Circular provides guidance and promulgates forms of documents used when carrying out procedures for outward investment in accordance with the Law on investment No. 67/2014/QH13 dated November 26, 2014, the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 and the Government’s Decree No. 124/2017/ND-CP dated November 15, 2017.

2. Regulated entities: This Circular applies to investors, regulatory authorities and overseas missions of Vietnam as regulated in Article 2 of the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015, and regulatory authorities, investors and organizations related to outward investment as regulated in Article 2 of   the Government’s Decree No. 124/2017/ND-CP dated November 15, 2017.

Article 2. Forms used in outward investment

Forms of documents used when carrying out procedures for outward investment are enclosed with this Circular, including:

1. Form No. 1: Application for Certificate of outward investment registration;

2. Form No. 2: Proposal for outward investment project;

3. Form No. 3: Application for adjustments to Certificate of outward investment registration;

4. Form No. 4: Explanation for adjustments to Certificate of outward investment registration;

5. Form No. 5: Commitment to balance foreign currency sources;

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7. From No. 7: Certification of investor’s fulfillment of tax obligations;

8. Form No. 8a: Certificate of outward investment registration (initial registration);

9. Form No. 8b: Certificate of outward investment registration (adjustment registration);

10. Form No. 9: Notification of overseas investment operation;

11. Form No. 10: Quarterly report on overseas investment project;

12. Form No. 11: Annual report on overseas investment project;

13. Form No. 12: Annual report on outward investment after making annual tax statement abroad;

13. Form No. 13: Request for extension of transfer of profits to Vietnam;

15. Form No. 14: Approval for extension of transfer of profits to Vietnam;

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17. Form No. 16: Request for termination of Certificate of outward investment registration;

18. Form No. 17: Notification of termination of Certificate of outward investment registration.

Article 3. Guidance on commitment to balance foreign currency sources

1. If an investor has prepared enough foreign currency for executing his/her outward investment project, the investor shall submit the commitment to prepare foreign currency made according to Form No. 5 provided in Appendix enclosed herewith and accompanied by the written certification of foreign currency balance.

2. If an investor does not have enough foreign currency for executing his/her outward investment project, the investor shall submit the licensed credit institution’s commitment to provide foreign currency made according to Form No. 6 provided in the Appendix enclosed herewith.

Article 4. Guidance on name and information of a Vietnamese investor when completing document forms

In case where there are several Vietnamese investors, name and particulars of each investor must be specified as follows:

1. With regard to corporate or institutional investor:

Specify name of the enterprise/ organization (in capital letters); Number, date and place of issue of business registration certificate/ investment certificate/ establishment decision; Head office’s address (specify house number, street/hamlet/commune, ward/rural or urban district, province/city); Contact address; Telephone number; Fax number; Email (if available); Legal representative: specify name, nationality, position, number, date and place of issue of ID Card/ Citizen's identity card/ Passport, registered permanent residence and current residence.  

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Specify name, nationality, date of birth, number, date and place of issue of ID Card/ Citizen's identity card/ Passport, registered permanent residence, current residence, telephone number, fax number and email (if available). 

Article 5. Guidance on authority to sign documents concerning outward investment

1. With regard to institutional investors, documents whose forms are provided for in this Circular shall be signed by their legal representatives.

2. Individual investors shall themselves sign documents whose forms are provided for in this Circular.

Article 6. Guidance on adjustments to Certificate of outward investment registration

1. An investor must carry out procedures for adjustments to the Certificate of outward investment registration in the following cases:

a) The investor is subject to any of cases prescribed in Clause 1 Article 61 of the Law on investment; a corporate investor has its enterprise’s code changed;

b) An institutional investor has its name or enterprise’s code changed.

2. An institutional investor is not required to carry out procedures for adjustments to the Certificate of outward investment registration in case there are changed in contents of its certificate of enterprise registration, except the case prescribed in Point b Clause 1 of this Article.

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4. When carrying out procedures for outward investment with relevant authorities in cases of Clause 2 and Clause 3 of this Article, investors shall present the originals for verification purpose or submit valid copies of changed documents to such authorities for consideration in accordance with applicable laws.

Article 7. Guidance on investment capital

1. With regard to documents to be completed by investors, investment capital shall be specified in figures and in words, and in foreign currency used to make investment; amount of investment capital exchanged into VND and USD.  

2. Issuing authorities shall specify investment capital in figures and in words, in foreign currency used to make investment, and amount of investment capital exchanged into USD in issued certificates of outward investment registration.

Article 8. Transition 

Investors of projects having investment license, outward investment certificate or certificate of outward investment registration issued or adjusted before the date of entry into force of this Circular are not required to carry out procedures for re-issuance of certificates of outward investment registration for such projects according to forms provided herein.  If an investor applies for re-issuance or adjustments to the Certificate of outward investment registration, the Ministry of Planning and Investment shall consider re-issuing or adjusting the Certificate of outward investment registration according to forms provided herein.

Applications that have been submitted before the date of entry into force of this Circular and are under consideration shall be processed in accordance with the Circular No. 09/2015/TT-BKHDT dated October 23, 2015 but Certificates of outward investment registration shall be issued to eligible applicants according to the form thereof provided herein.

Article 9. Implementation 

1. This Circular comes into force 45 days after the date on which it is signed and supersedes the Circular No. 09/2015/TT-BKHDT dated October 23, 2015 of the Minister of Planning and Investment.

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MINISTER




Nguyen Chi Dung

Form No. 1
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Applicable to any applications for Certificate of outward investment registration as regulated in Article 55 and Article 59 of the Law on Investment No. 67/2014/QH13)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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APPLICATION FOR CERTIFICATE OF OUTWARD INVESTMENT REGISTRATION

To: The Ministry of Planning and Investment

Investor(s) hereby applies (apply) for outward investment as follows:

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1. Name and particulars of the first Vietnamese investor: ...

2. Name(s) and particulars of other Vietnamese investor(s) (if any): ...

 [These contents shall be specified according guidance in Article 3 of this Circular]

Hereby applies (apply) for outward investment in the form of: ...

 [the investor shall specify one of the investment forms prescribed in Article 52 of the Law on investment in 2014]

In addition, the project is executed with the participation of the following foreign partner (if any): ...

 [name of the foreign partner shall be specified if the investment is made in the investment form prescribed in Point a, Point b or Point dd Clause 1 Article 52 of the Law on investment in 2014. Particulars of the foreign partner: If the foreign partner is an individual, name, nationality, number of personal ID or equivalent document, and address shall be specified; If the foreign partner is a legal entity, name, place of establishment, registration number or equivalent, and headquarters address shall be specified; If the foreign partner is another organization, particulars of such organization to be specified shall be same as those of a legal entity]

II. OUTWARD INVESTMENT DETAILS

1. Name of project: ...

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- If the investment is executed according to the investment form prescribed in Point a Clause 1 Article 52 of the Law on investment in 2014, the project’s name is specified as follows: The project on establishment/ participation in the establishment of the company/ branch of the company…………./ (other economic organization form) in (name of the country)……..

- If the investment is executed according to the investment form prescribed in Point b Clause 1 Article 52 of the Law on investment in 2014, the project’s name is specified according to the name of BCC contract.

- If the investment is executed according to the investment form prescribed in Point c Clause 1 Article 52 of the Law on investment in 2014, the project’s name is specified as follows: The project on re-purchase of shares/ contribution of additional capital/ purchase of shares/….. of (name of overseas economic organization) in (name of country)…………

- If the investment is executed according to the investment form prescribed in Point dd Clause 1 Article 52 of the Law on investment in 2014, the investor shall itself specify name of its project]

Name of economic organization established in foreign country: ...

 [the name of the overseas economic organization must be specified if the investment is executed according to the investment form prescribed in Point a or Point c Clause 1 Article 52 of the Law on investment in 2014]

Business name (if any): ...

2. Headquarters address: ...

Location of investment: ...

...

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3. Investment objectives: ...

 [production activities or services rendered are specified]

Project's scale (if any): ...

 [production capacity, area, capacity of rendering services, commercial quantity, expected turnover etc. are specified]

4. Outward investment capital:

4.1. Total investment of the overseas project: (foreign currency used to make investment) ….. (in figures and in words).

Total investment contributed by Vietnamese investor(s): (foreign currency used to make investment) ….. (in figures and in words), equivalent to VND …..(in figures and in words), and USD ……. (in figures and in words).

4.2. Capital contribution forms: 

Capital form

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 (foreign currency)

Name of second Vietnamese investor

 (foreign currency)

Total capital (foreign currency)

Exchange rate

Equivalent amount in VND (VND)

1. Cash

(1)

(2)

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...

(4)

 (5)=(3) x (4)

2. Machinery, equipment and goods

3. Other assets

...

...

...

Total (1+2+3)

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4.3. Capital sources:

 [source of funding for making outward investment of each Vietnamese investor must be specified as follows]

 (Name of investor) uses the following capital sources:

- Equity capital: ...

- Borrowed capital: …

Planned sources of borrowed capital: Loans provided by the following (domestic and foreign) credit institutions:........., borrowing amounts, loan terms and interest rates.

 [if the overseas investment project is funded by state budget: The conformity with regulations on management and use of funding from state budget is specified.

 (Name of investor) hereby confirms the legality of sources of funding used to make outward investment and shall be responsible for the project’s efficiency.

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Investment capital

Foreign currency used to make investment

Equivalent amount in VND

- Fixed capital

In which (the project's items requiring funding are specified):

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+ (e.g.) Machinery and equipment

+ (e.g.) Office equipment

+ (e.g.) Other fixed assets

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...

+ …

- Working capital

Total

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4.5. Progress of transfer of capital abroad after the completion of procedures for registration of forex transactions with the State Bank of Vietnam:

 [The progress of transfer of capital abroad of each Vietnamese investor is specified]

5. Progress of investment project from the date of issuance of Certificate of outward investment registration:

- Completion of procedures for investment abroad: The …….. [ordinal number] month.

- Commencement of operations: The …….. [ordinal number] month.

6. Proposals of the investor (if any): ...

III. COMMITMENTS

1. I (we) shall take legal responsibility for the accuracy and truthfulness of statements provided in this application and the investment project's efficiency;

2. I (we) shall be responsible for the issuing authority, form and legal validity of the decision on outward investment included in the application;

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IV. ENCLOSED DOCUMENTS

The documents (prescribed in Article 55 of the Law on investment No. 67/2014/QH13 and Article 9 of the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 on outward investment with respect to projects within competence of the National Assembly or the Prime Minister; or Article 59 of the Law on investment No. 67/2014/QH13 and Article 14 of the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 on outward investment with respect to other cases);

- ………………………

- ………………………

Made at………[place], on…………….[date]
Name of investor(s)
(signature, name, position and seal (if any) of each investor)

Form No. 2
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Applicable to applications for Certificate of outward investment registration as regulated in Article 55 of the Law on Investment No. 67/2014/QH13)

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The investor(s) hereby provide(s) explanation about the outward investment project: (name of the project as specified in Section II.1 – Form No. 1 – Application for Certificate of outward investment registration) as follows:

I. INVESTOR(S)

1. Name and particulars of the first Vietnamese investor: ...

2. Name and particulars of other Vietnamese investor(s) (if any): ...

 [only name is specified]

Foreign partner (if any): ...

 [information of a foreign partner is specified as that specified in the application for Certificate of outward investment registration]

II. OUTWARD INVESTMENT DETAILS

1. Outward investment form: ...

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...

2. Name of project: ...

Name of economic organization established in foreign country: ...

Business name (if any): ...

 [information is specified same as that specified in the application for Certificate of outward investment registration]

2. Headquarters address: ...

Location of investment: ...

 [information is specified same as that specified in the application for Certificate of outward investment registration]

3. Investment objectives: ...

Project's scale (if any): ...

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...

4. Investment capital:

4.1. Total investment of overseas project: (foreign currency used to make investment) ……………… (in figures and in words).

Total outward investment contributed by Vietnamese investor(s): (foreign currency used to make investment) ….. (in figures and in words), equivalent to VND …..(in figures and in words), and USD ……. (in figures and in words).

4.2. Explanations about grounds for determining scale of the investment project, specific contents of the investment project, capital mobilization method, structure of investment capital sources, and investment stages (if any).

4.3. Capital sources:

 [source of funding for making outward investment of each Vietnamese investor must be specified as follows]

 (Name of investor) uses the following capital sources:

- Equity capital: ...

- Borrowed capital: ...

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...

 [if the overseas investment project is funded by state budget: The conformity with regulations on management and use of funding from state budget is specified]

4.4. Progress of transfer of capital abroad (from the completion of procedures for registration of forex transactions with the State Bank of Vietnam):

 [The progress of transfer of capital abroad of each Vietnamese investor is specified]

5. Progress of investment project from the date of issuance of Certificate of outward investment registration:

- Completion of procedures for investment abroad: The …….. [ordinal number] month.

- Commencement of official operations: The …….. [ordinal number] month.

6. Solutions for supply of materials and fuel to serve the overseas investment project; materials and fuel supplied from Vietnam (if any): ...

8. Assessment of necessity of outward investment

9. Risk analysis: ...

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Items

Unit: (foreign currency used to make investment)

The first operating year: (according to financial year)

The second operating year: ……

…

Total

1=2+3+….

Revenue

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2

From…….. (operation/product)

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From…….. (operation/product)

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4

Pretax profit:

5

Net income:

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6=7+8+9

Profits distributed to Vietnamese investors

In which:

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7

+ Overseas re-investment

 [The profit amounts retained for funding the overseas investment for which procedures for adjustments to the Certificate of outward investment registration have been completed is specified]

8

+ Transfer to Vietnam

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9

+ Fulfillment of obligations toward Vietnamese Government (VND)

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Made at………[place], on…………….[date]
Name of investor(s)
(signature, name, position and seal (if any) of each investor)

Form No. 3
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Applicable to any applications for Certificate of outward investment registration as regulated in Article 61 of the Law on Investment No. 67/2014/QH13)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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  APPLICATION FOR ADJUSTMENTS TO CERTIFICATE OF OUTWARD INVESTMENT REGISTRATION

To: The Ministry of Planning and Investment

Investor(s) applies/apply for adjustments to the Investment License/Outward investment certificate/Certificate of outward investment registration No.: ... issued by the Ministry of Planning and Investment on……………….[date] with the contents as follows:

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1. Name and particulars of the first Vietnamese investor: …

2. Name and particulars of other Vietnamese investor(s) (if any): ...

 [information is specified according guidance in Article 3 of this Circular]

II. ADJUSTMENTS

The investor(s) applies/apply for registration of the following adjustments:

1. The first adjustment:

- The content in the Outward investment certificate/ Certificate of outward investment registration No…………………….dated…………….: ...

- is hereby adjusted as follows: ...

- Reasons for adjustment: ...

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- Explanation about the increase in outward investment capital (if the outward investment capital is adjusted):

 (i) Form of increased capital:

Capital form

Name of the first Vietnamese investor (foreign currency)

Name of the second Vietnamese investor (foreign currency)

Total capital (foreign currency)

Exchange rate

Equivalent amount in VND (VND)

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...

(2)

(3)=(1)+(2)+…

(4)

 (5)=(3) x (4)

1. Cash

...

...

...

2. Machinery, equipment and goods

3. Other assets [type of asset is specified]

...

...

...

Total (1+2+3)

 (ii). Capital sources:

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...

 (Name of investor) uses the following capital sources:

- Equity capital: ...

- Borrowed capital: ...

Planned sources of borrowed capital: Loans provided by the following (domestic and foreign) credit institutions:........., borrowing amounts, loan terms and interest rates.

 [if the overseas investment project is funded by state budget: The conformity with regulations on management and use of funding from state budget is specified]

 (Name of investor) hereby confirms the legality of sources of funding used to make outward investment and shall be responsible for the project’s efficiency.

 (iii) Increased capital demands:

Investment capital

Foreign currency used to make investment in the project

...

...

...

- Fixed capital

In which (the project's items requiring funding are specified):

+ (e.g.) Construction of factories/ warehouses

+ (e.g.) Machinery and equipment

...

...

...

+ (e.g.) Office equipment

+ (e.g.) Other fixed assets

- Working capital

...

...

...

 (iv)Progress of transfer of increased capital amounts abroad from the completion of procedures for registration of adjustments to forex transactions with the State Bank of Vietnam: [The progress of transfer of capital abroad of each Vietnamese investor is specified]

2. The second adjustment (if any): ... (information is specified same as that of the first adjustment)

III. COMMITMENTS

1. I (we) shall take legal responsibility for the accuracy and truthfulness of statements provided in this application and the investment project's efficiency.

2. I (we) shall be responsible for the issuing authority, form and legal validity of the decision on adjustments to the outward investment project included in the application;

3. I (we) shall comply with provisions of the Certificate of outward investment registration, the law of Vietnam and the law of …….. (name of the host country/ territory).

IV. ENCLOSED DOCUMENTS

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Made at………[place], on…………….[date]
Name of investor(s)
(signature, name, position and seal (if any) of each investor)

Form No. 4
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Applicable to any applications for Certificate of outward investment registration as regulated in Clause 4 and Clause 5 Article 61 of the Law on Investment No. 67/2014/QH13)

  EXPLANATION FOR ADJUSTMENTS TO CERTIFICATE OF OUTWARD INVESTMENT REGISTRATION

The investor(s) hereby provide(s) explanation for adjustments to the outward investment project: ... (name of the project) granted the Investment License/Outward investment certificate/Certificate of outward investment registration No.: …………., on………………………..[date] as follows:

I. INVESTOR(S)

1. Name and particulars of the first Vietnamese investor: ...

...

...

...

 [only name is specified]

Foreign partner (if any): ...

 [information is specified same as that specified in the application for Certificate of outward investment registration]

II. ADJUSTMENTS

1. The first adjustment: (e.g. change of headquarters address, etc.)

Information after adjustment: ...

2. The second adjustment (if any): ... (information is specified same as that of the first adjustment)

III. ASSESSMENT OF NECESSITY OF ADJUSTMENTS TO OUTWARD INVESTMENT

Assessment of the necessity of adjustments to the outward investment: ...

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...

...

Primary technology process and plan for acquisition of machinery and equipment: ...

Expected economic effects and fulfillment of financial obligations after making adjustments to the project:

Items

Unit: (foreign currency used to make investment)

The first year after adjustments (according to the financial year)

The second year after adjustments

…

Total

...

...

...

Revenue

$

$

$

2

From…….. (operation/product)

$

$

...

...

...

$

3

From…….. (operation/product)

$

$

$

…

…

...

...

...

4

Pretax profit:

$

$

$

...

...

...

Net income:

$

$

$

6=7+8+9

Profit distributed to Vietnamese investors

In which:

$

...

...

...

$

7

+ Overseas re-investment

 [The profit amounts retained for funding the overseas investment for which procedures for adjustments to the Certificate of outward investment registration have been completed is specified]

$

$

$

...

...

...

+ Transfer to Vietnam

$

$

$

9

+ Fulfillment of obligations toward Vietnamese Government (VND)

$

$

...

...

...

$

General assessment of economic effects, expected investment recovery possibility and payback period: …

IV. COMMITMENTS:

I (we) shall fully take legal responsibility for the accuracy and truthfulness of statements provided in this application and the investment project's efficiency.

Made at………[place], on…………….[date]
Name of investor(s)
(signature, name, position and seal (if any) of each investor)

Form No. 5
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Commitment to balance foreign currency sources as regulated in Clause 3 Article 58 of the Law on Investment No. 67/2014/QH13)

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  COMMITMENT TO BALANCE FOREIGN CURRENCY SOURCES

…….... (name of the investor) commits to balance foreign currency sources for making outward investment as follows:

Name of the project/ the economic organization abroad: ...

Headquarters address: ...

Location of the project: ...

Project’s objectives: ...

Outward investment: ... (foreign currency used to make investment) (in figures and in words).

………... (name of the investor) has a foreign currency account opened at the Bank………. (name of licensed credit institution) with the balance up to……………..[date]…….. (foreign currency used to make investment) (in figures and in words).

 (The written certification of foreign currency balance given by the credit institution must be enclosed).

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Made at………[place], on…………….[date]
Name of investor
(signature, name, position and seal (if any) of each investor)

Form No. 6
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Commitment to provide foreign currencies as regulated in Clause 3 Article 58 of the Law on Investment No. 67/2014/QH13)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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  COMMITMENT OF CREDIT INSTITUTION TO PROVIDE FOREIGN CURRENCIES

At the request of ……….. (the investor’s name) specified in the document No. ….dated……., …………….(the name of the licensed credit institution) commits to sell (in case of selling of foreign currencies) and/or lend (in case of foreign currency loans) an amount of USD (or another foreign currency) ……………. (foreign currency amounts specified in figures and in words) to ………………….(the investor’s name) to execute the project…….. (name of the project/ economic organization abroad) in……………. (name of the host country/territory) provided that ……….…..(the investor’s name) meets requirements for purchase or borrowing of foreign currency as prescribed by laws.

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Made at………[place], on…………….[date]
Authorized representative of the licensed credit institution
(full name, position, signature and seal)

Form No. 7
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Tax authority’s certification of investor’s fulfillment of tax obligations as regulated in Clause 3 Article 58 of the Law on Investment No. 67/2014/QH13)

NAME OF TAX AUTHORITY

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.: ………….

…….…[place],………………..[date]

NOTICE

...

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...

At the request of ………………………. (Company/ Individual’s name) at the document No……………….. dated………………….;

Based on figures of tax obligations of ………………………. (Company/ Individual’s name) monitored by……………………. (name of the tax authority); ……………………. (name of the tax authority) hereby certifies that ………………………. (Company/ Individual’s name) has fulfilled its/his/her tax liabilities (has no overdue tax debts) as declared up to………………………..[date].

... This notice is issued by……………………. (name of the tax authority) to ………….. (Company/ Individual’s name) for reference.

Place of receipt:
- As above;
- Kept at:

HEAD OF THE TAX AUTHORITY
(full name, position, signature and seal)

Form No. 8a
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Form of Certificate of outward investment registration – initial registration)

MINISTRY OF PLANNING AND INVESTMENT
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  CERTIFICATE OF OUTWARD INVESTMENT REGISTRATION

                                                            Code: ……………….                

Initial registration made on………………. [date]

Pursuant to the Law on investment No. 67/2014/QH13 dated November 26, 2014;

Pursuant to the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 on outward investment; or the Government’s Decree No.124/2017/ND-CP dated November 15, 2017 on outward investment in petroleum industry (in case of an outward investment project in petroleum industry);

Pursuant to the Government’s Decree No. 86/2017/ND-CP dated July 25, 2017 defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

Pursuant to the Circular No..../TT-BKHDT dated……………… of the Ministry of Planning and Investment promulgating and guiding forms of documents used when following outward investment procedures;

Pursuant to the opinions of the Prime Minister at the Official Dispatch No……………. dated……………….; or the National Assembly’s Resolution No…………………….. dated…………….giving approval for the outward investment proposal (in case of projects requiring outward investment decisions);

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THE MINISTRY OF PLANNING AND INVESTMENT

Hereby certifies the investor(s):

1. Name and particulars of the first investor: ...;

2. Name and particulars of other investor(s) (if any): ...;

 [The investor’s name is specified as follows: For an organization or enterprise: Name, enterprise’s ID number, and headquarters address are specified; For an individual: name, date of birth, number of ID card/citizen's identity card/ passport, date of issue, issuing authority, permanent residence and current residence are specified)

has carried out procedures for registration of outward investment for making investment in……….. (name of the host country/ territory) as follows:

Article 1: 

Name of the project/ the economic organization abroad: ... (the outward investment form/ name of BCC contract/ name of economic organization established abroad to which/of which the investor contributes capital/ purchases shares or repurchases stakes is specified)

Location of investment: ... (this information is specified if documents certifying the location of the investment project are available).

...

...

...

Investment objectives and scale: ... (the project’s objectives and the investment scale, if any, are specified)

Article 3: 

1. Total outward investment capital contributed by the investor(s) is…………….., including…………….. in cash and ……………….. in machinery, equipment, goods and other assets, being the investor’s equity/ borrowed capital. In which:

- “Name of the investor” contributes…………………, including………………..in cash and…………………. in machinery, equipment, goods and other assets, being the investor’s equity/ borrowed capital.

 (the investment capital is specified according to guidance in Article 7 of this Circular)

2. Progress of contribution of capital in cash: According to the progress of transfer of investment capital abroad registered with the State Bank of Vietnam.

3. Progress of the investment project from the date of issuance of the Certificate of outward investment registration:

- Completion of procedures for investment abroad: The …….. [ordinal number] month.

- Commencement of operations: The …….. [ordinal number] month.

...

...

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The investor(s) shall:

- Comply with the Law on investment No. 67/2014/QH13 dated November 26, 2014 (hereinafter referred to as “the Investment Law”), the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 on outward investment (hereinafter referred to as “Decree No. 83/2015/ND-CP”) and relevant laws of Vietnam regarding outward investment, and assume responsibility for the authority, form and legal validity of decision on outward investment, and the effects of outward investment.

- Manage, use and preserve funding derived from state budget during the performance of outward investment operations in accordance with relevant laws (in cases of state-funded projects).

- Make transfer of investment capital abroad as regulated in Article 64 of the Investment Law and make annual transfer of profits to Vietnam as regulated in Article 65 of the Investment Law.

- Carry out procedures for registration of an account to access the National foreign investment information system for fulfilling periodical reporting policies as regulated in Article 18 of the Decree No. 83/2015/ND-CP.

- Submit reports by hand and via the National foreign investment information system as regulated in Article 72 of the Investment Law and Article 20 of the Decree No. 83/2015/ND-CP (including notification of overseas investment project, quarterly/annual reports, reports on outward investment after making annual tax statement abroad, and reports on management and use of state funds as regulated by laws).

Article 5: 

This Certificate of outward investment registration comes into force from the day on which it is signed.

This Certificate of outward investment registration is issued in………. (in figures and in words) original copies; …… authentic copy (copies) is/are given to ……….. (the investor's name), the original copy is registered at the Ministry of Planning and Investment and other copies are sent to the Ministry of Finance, the Ministry of External Affairs, relevant Ministries, the Ministry of Labour, War Invalids and Social Affairs, the State Bank of Vietnam, the People's Committee and Taxation Department of the province or city where the investor resides or the investor's headquarters is located.  

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MINISTER
(full name, signature and seal)

Form No. 8b
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Form of Certificate of outward investment registration – registration of adjustments)

MINISTRY OF PLANNING AND INVESTMENT
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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CERTIFICATE OF OUTWARD INVESTMENT REGISTRATION
(REGISTRATION OF ADJUSTMENTS)

Code: ………………….

...

...

...

Pursuant to the Law on investment No. 67/2014/QH13 dated November 26, 2014;

Pursuant to the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 on outward investment; or the Government’s Decree No.124/2017/ND-CP dated November 15, 2017 on outward investment in petroleum industry (in case of an outward investment project in petroleum industry);

Pursuant to the Government’s Decree No. 86/2017/ND-CP dated July 25, 2017 defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

Pursuant to the Circular No..../TT-BKHDT dated……………… of the Ministry of Planning and Investment promulgating and guiding forms of documents used when following outward investment procedures;

Pursuant to the opinions of the Prime Minister at the Official Dispatch No……………. dated……………….; or the National Assembly’s Resolution No…………………….. dated…………….giving approval for the outward investment proposal (in case of projects requiring outward investment decisions);

Based on the Outward investment certificate/ Certificate of outward investment registration No.:…………………….dated…………….issued by the Ministry of Planning and Investment;

Considering the application for adjustments to Certificate of outward investment registration submitted by…………….(name(s) of the investor(s)) accompanied by documents submitted on…………………..[date] and documents additionally submitted on…………………….[date], if any;

THE MINISTRY OF PLANNING AND INVESTMENT

Hereby certifies the investor(s) has/have carried out procedures for registration of adjustments to the Outward investment certificate/ Certificate of outward investment registration No.:…………………….dated……………. as follows: (e.g.) 

...

...

...

- Increase/ decrease in the outward investment capital;

- Correction of the progress of the overseas investment project;

…

Article 1: 

General information, Article…….., ……….. and ……….. in……….. of the Certificate of outward investment registration No……………. are adjusted as follows:

General information:

Article…..: ...

Article…..: ...

Article 2: 

...

...

...

Article 3: 

Other contents of the Certificate of outward investment registration No.:…… initially issued on…………………..[date] shall legally remain in full force and effect.

Article 4: 

This Certificate of outward investment registration (registration of adjustments) comes into force from the day on which it is signed.

This Certificate of outward investment registration (registration of adjustments) is not valid for certifying either the realized outward investment capital or the legality of such outward investment.

This Certificate of outward investment registration (adjustment registration) is issued in………. (in figures and in words) original copies; …… authentic copy (copies) is/are given to ……….. (the investor's name), the original copy is registered at the Ministry of Planning and Investment, and other copies are sent to the Ministry of Finance, the Ministry of External Affairs, relevant Ministries, the Ministry of Labour, War Invalids and Social Affairs, the State Bank of Vietnam, the People's Committee and Taxation Department of the province or city where the investor resides or the investor's headquarters is located.

MINISTER
(full name, signature and seal)

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Form No. 9
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Notification of overseas investment operation as regulated in Point a Clause 3 Article 72 of the Law on Investment No. 67/2014/QH13)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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NOTIFICATION OF OVERSEAS INVESTMENT OPERATION

To:

- The Ministry of Planning and Investment of Vietnam;
- The State Bank of Vietnam;
- (Vietnamese representative mission in the host country, if any)

 (Name(s) of investor(s)) granted the Certificate of outward investment registration No………………..by the Ministry of Planning and Investment on…………….. hereby notifies/ notify the execution of outward investment project as follows:

- The investment project has been given an approval by………….. (name of the host country/ territory) at the document No…………………… dated……………….. issued by………………… (name of competent authority of the host country/territory).

- An outward investment capital account No…….. is opened at…………….. (name of the licensed credit institution in Vietnam).

...

...

...

- The progress of the investment project in comparison with the progress specified in the Certificate of outward investment registration: ...

Enclosed documents:

- The copy of the Certificate of outward investment registration No…………….issued on………………..[date];

- The copy of the written approval for investment project given by the host country;

- The copy of the credit institution’s written approval for opening of outward investment capital account;

- Copies of other relevant documents (if any).

Made at………[place], on…………….[date]
  Investor(s)
(signature, name, position and seal (if any) of each investor)

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Form No. 10
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Quarterly report on overseas investment project as regulated in Point b Clause 3 Article 72 of the Law on Investment No. 67/2014/QH13)

Investor’s name: ...;

TIN of the investor: ...;

Address: ...; Tel: ...; Fax: ...;

Telephone/ Email of the person preparing the report: ...

To:

- The Ministry of Planning and Investment of Vietnam;
- The State Bank of Vietnam;
- (Vietnamese representative mission in the host country, if any)

...

...

...

Ordinal number of project

Investor’s name

 (if several investors jointly execute a project, general reporting is made)

Number of Certificate of outward investment registration

Outward investment capital contributed by Vietnamese investor(s)
(foreign currency)*

Investment capital transferred abroad in the reporting quarter
(foreign currency)*

Investment capital to be transferred abroad in the following quarter

 (foreign currency)*

  Progress of the investment project compared with the progress specified in the Certificate of outward investment registration

...

...

...

Behind schedule (1)

Project in trouble (2)

Project in unfeasibility (3)

1

...

...

...

2

...

...

...

…

...

...

...

Total

...

...

...

 (1),(2),(3) In case the project is behind the schedule, in trouble or unfeasible, the investor shall check “√” in corresponding column and provide explanation thereof and proposed measures: ………………..

Made at………[place], on…………….[date]
Investor
(full name, position, signature and seal)

Form No. 11
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Quarterly report on overseas investment project as regulated in Point b Clause 3 Article 72 of the Law on Investment No. 67/2014/QH13)

...

...

...

TIN of the investor: ...;

Address: ...; Tel: ...; Fax: ...;

Telephone/ Email of the person preparing the report: ...

To:

- The Ministry of Planning and Investment of Vietnam;
- The State Bank of Vietnam;
- (Vietnamese representative mission in the host country, if any)

ANNUAL REPORT……
ON OVERSEAS INVESTMENT PROJECT
(The annual report must be submitted by January 15 of the year following the reporting year)

Ordinal number of project

Investor’s name
(if several investors jointly execute a project, general reporting is made)

...

...

...

Outward investment capital account
(account number, name of licensed credit institution)

Outward investment capital of Vietnamese investor
 (USD)*

Operating status (USD; workers)

Production/ business plan in the following year
(USD)

  Progress of the investment project compared with the progress specified in the Certificate of outward investment registration

Investment capital transferred abroad in the reporting year

Total investment capital transferred abroad accumulated up to the reporting year

Total Vietnamese workers brought abroad accumulated up to the reporting year

Profits transferred to Vietnam accumulated up to the reporting year

...

...

...

Financial liabilities toward the Government accumulated up to the reporting year

Investment capital to be transferred abroad in the following year
(USD)*

Expected profits in the following year

Estimated financial liabilities towards the Government in the following year

On schedule

Behind schedule [1]

Project in trouble [2]

Project in unfeasibility [3]

1

...

...

...

...

...

...

…

...

...

...

...

...

...

Total

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...

 (1), (2), (3) In case the project is in trouble or unfeasible, the investor shall check "√” in the corresponding column and provide reasons and proposed measures. *Exchanged into USD according to the exchange rate applicable at the reporting time (if the outward investment capital is not USD).

Made at………[place], on…………….[date]
Investor
(full name, position, signature and seal)

Form No. 12
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Applicable to applications for adjustments to the Certificate of outward investment registration and reporting prescribed in Point c Clause 3 Article 72 of the Law on Investment No. 67/2014/QH13)

  REPORT ON OUTWARD INVESTMENT IN FINANCIAL YEAR……..

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To:

- The Ministry of Planning and Investment
- The State Bank of Vietnam
- The Ministry of Finance
- The Commission for the Management of State Capital at Enterprises
- … (name of Vietnamese representative mission in the host country)

The investor(s) hereby submit(s) report on the status of the overseas investment project up to……………[date] as follows:

I. INVESTOR(S)

1. Name of the first investor

2. Name of the second investor

…

 [information is specified according guidance in Article 3 of this Circular]

II. OUTWARD INVESTMENT INFORMATION

...

...

...

The latest adjustment: …….(ordinal number); Date of adjustment: ...;

The License/ Approval for investment given by the host country or document of equivalent validity proving the licensed investment No.:…….; Date of issue:……; Issuing authority: …..

Investment form: [the investor shall specify one of the investment forms prescribed in Article 52 of the Law on investment in 2014]

Name of the project/ the economic organization abroad:

Headquarters abroad:…………..; Telephone:…………..; Fax:...; Email: ...

Total outward investment of the investor(s): (currency used to make investment) ………. (in figures and in words), equivalent to USD ......... (in figures and in words).

III. STATUS OF OVERSEAS INVESTMENT PROJECT

1. Progress of the investment project: [all business operations of the project carried out after the project is put into official operation/ commences business are specified and compared with the progress of the investment project defined in the Certificate of outward investment registration]

2. The performance of objectives specified in the Investment Certificate [if the project has more than an objective, the achieved objectives are specified].

...

...

...

3.1. Account used to make transfer of capital in cash abroad:

Account No.: ...; Opened at:……………………. (bank’s name) ...

3.2. Transfer of investment capital abroad:

Investment capital transferred abroad:

 (Unit: foreign currency used to make investment and equivalent amount in USD)

Year …

 (year of issuance of Certificate of outward investment registration)

Year … (each of years following the year of issuance of the Certificate of outward investment registration to the reporting year) **

Total

...

...

...

…

…

…

In machinery, equipment *

…

…

…

In goods and other assets (asset type is specified) *

…

...

...

...

…

Total

…

...

...

* If the capital is zero, this line may be deleted.

** In case of several years, only years in which capital is transferred abroad are specified.

3.3. Capital demands: [the use and purposes of investment capital transferred abroad are specified]

4. Assessment of investment and business operations:

...

...

...

4.2. Assessment of economic effects and fulfillment of financial obligations:

Items

Unit: foreign currency used to make investment in the project

Reporting year:

 (according to the financial year; e.g. 1/7/2014 - 30/6/2015

Accumulation from year… (year of commencement of project’s operation) to the end of the reporting year

1= 2+3

+…

...

...

...

2

From…….. (operation/product)

3

From…….. (operation/product)

...

...

...

…

…

4

Pretax profit:

5

...

...

...

6=7+8+9

Profits distributed to Vietnamese investors

In which:

7

+ Overseas re-investment

...

...

...

8

+ Transfer to Vietnam

9

+ Fulfillment of obligations toward Vietnamese Government (VND)

...

...

...

4.3. Explanation for transfer of profits to Vietnam and fulfillment of financial liabilities towards Vietnamese Government [as regulated in Article 65 and Article 66 of the Investment Law in 2014]: ...

5. Number of Vietnamese workers brought abroad for executing the project at the reporting date: ...

6. Other issues and general assessment: [other contents concerning the project which the investor wishes to explain are specified; e.g.: fulfillment of social security obligations in the host country, etc.]

IV. SUGGESTIONS (if any)

V. COMMITMENTS

I (we) shall take the full responsibility for the accuracy of information provided herein and any enclosed documents.

VI. ENCLOSED DOCUMENTS:

- The written approval for investment project given by the host country (notarized translation/ copy)

- The tax statement/ document of equivalent validity in the year…….

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...

Made at………[place], on…………….[date]
  Investor(s)
(signature, name, position and seal (if any) of each investor)

Form No. 13
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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REQUEST FOR EXTENSION OF TRANSFER OF PROFITS EARNED FROM OUTWARD INVESTMENT PROJECT TO VIETNAM

To:

- The Ministry of Planning and Investment
- The State Bank of Vietnam

...

...

...

Name of the project/ the economic organization abroad: ...

Project’s objectives: ...

The investor’s outward investment: (currency used to make investment)……., equivalent to USD…….

Investment capital transferred abroad accumulated until now: (currency used to make investment)……., equivalent to USD……….

Profit distributed to the investor in the financial year............:

Unit: currency used to make investment and equivalent amount in USD

$

Total profit after tax

...

...

...

After-tax profit distributed to the investor

Profit of which transfer to Vietnam requires extension

……… (investor’s name) hereby applies for the approval from the Ministry of Planning and Investment for the…….[ordinal number] extension of transfer of profit earned from the outward investment project of the year……to Vietnam up to……………[date] as regulated in Clause 2 Article 65 of the Law on investment No. 67/2014/QH13.

Reasons for extension: ...

Ending the granted extension, ............……… (investor’s name) shall make transfer of profit to Vietnam in accordance with applicable regulations.

………….(investor’s name) shall assume responsibility for the truthfulness and accuracy of the provided contents.

Enclosed documents:

...

...

...

Made at………[place], on…………….[date]
  Investor
(signature, name, position and seal (if any) of each investor)

Form No. 14
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)

MINISTRY OF PLANNING AND INVESTMENT
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.:   /BKHDT-DTNN
Re: The……..[ordinal number] extension of transfer of profit to Vietnam

Hanoi, on ... ... ... ...[date]

...

...

...

To: ... (investor’s name)

 (Address: ……….……..)

On………….[date], the Ministry of Planning and Investment has received the Official Dispatch No…..dated………….of………… (investor's name) on application for extension of transfer of the investor’s profit to Vietnam.  In response to the investor's request, the Ministry of Planning and Investment has the following opinions:

1. The …………..[ordinal number] extension of transfer of profit earned from the project……. in year…… to Vietnam is given approval up to………………[date].

2. Ending the granted extension, the investor is required to transfer all profits earned from the project to Vietnam according to Article 65 of the Law on investment No. 67/2014/QH13.

The investor shall implement the contents of this document./.

Place of receipt:
- As above;
- Ministry of Finance, relevant Ministries;
- State Bank of Vietnam;
- The governing authority of the investor (if any);
- People’s Committee of province/city……;
- Tax Department of province/city……;
- Kept at: ……

BY ORDER OF MINISTER
DIRECTOR OF FOREIGN INVESTMENT AGENCY




(signature and seal)

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Form No. 15
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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To: The State Bank of Vietnam

…………….(investor’s name) has been granted the Outward investment certificate/ Certificate of outward investment registration No………………..by the Ministry of Planning and Investment on……………..with details as follows: Name of the project/ the economic organization abroad: ...

Project’s objectives: ...

The investor’s outward investment:  USD (or other foreign currency)………….

Number of outward investment capital account:………………, opened at…………

Investment capital transferred abroad: USD (or other foreign currency)………

Progress of the outward investment project: ...

...

...

...

Unit: USD or other foreign currency

Year …

Year …

Total

Profit distributed to Vietnamese investor

...

...

...

Profit transferred to Vietnam

……….(investor’s name) has transferred all investment capital abroad to a foreign investor under the transfer contract/or document of equivalent validity No……………. dated………………between ………. (Vietnamese investor’s name) and ………. (foreign investor’s name) (contract’s copy is enclosed).

Value of stakes transferred: ...

...

...

...

Place of receipt:
- As above;
- Ministry of Planning & Investment (via Foreign Investment Agency);

Made at………[place], on…………….[date]
  Investor
(signature, name, position and seal (if any) of each investor)

Form No. 16
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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REQUEST FOR TERMINATION OF CERTIFICATE OF OUTWARD INVESTMENT REGISTRATION

To: The Ministry of Planning and Investment

………...(investor’s name) hereby applies for termination of validity of the Outward investment certificate/ Certificate of outward investment registration No………………..dated…………….. (the………..[ordinal number] adjustment dated………..) as follows:

...

...

...

Name of project: ...

Location of the project: ...

Project’s objectives: ...

The investor’s outward investment: ...

II. OPERATION OF THE PROJECT UP TO NOW:

Realized investment capital accumulated from the commencement of the project to the date of application for termination of the project: ...

Capital used for the following purposes: ...

The execution of the investment project (compared with the progress specified in the Certificate of outward investment registration): ...

Economic effects of the project (annual revenues and profits): ...

...

...

...

III. PROJECT TERMINATION:

1. I/we hereby request(s) for termination of the Certificate of outward investment registration as regulated in Clause……Article 62 of the Investment Law.

2. Actions taken to terminate the project are specified such as finalization of the project/ dissolution of the company, procedures for termination of investment in the host country, proceeds from project finalization, transfer of money to Vietnam, settlement of benefits for workers of the project.

IV. COMMITMENTS

1. I/we shall take responsibility for the truthfulness and accuracy of enclosed documents.

2. I/we shall strictly comply with the law of Vietnam, provisions of the Investment Certificate and the law of …….. (name of the host country/ territory).

3. I/we has completed procedures for project finalization in accordance with the law of the host country and currently meet no difficulties concerning the project.

V. ENCLOSED DOCUMENTS

- Documents proving the completion of finalization of the project in ………..(the host country).

...

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...

Made at………[place], on…………….[date]
  Investor
(signature, name, position and seal (if any) of each investor)

Form No. 17
(Enclosed with the Circular No. 03/2018/TT-BKHDT dated October 17, 2018)
(Notification of termination of Certificate of outward investment registration of the Ministry of Planning and Investment)

MINISTRY OF PLANNING AND INVESTMENT
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.:   /BKHDT-DTNN
Re: Notification of termination of the Certificate of outward investment registration

Hanoi, on ... ... ... ...[date]

...

...

...

 (Address: ...)

At the request of…………..[investor’s name] as specified in the document No…..dated…….on termination of the Certificate of outward investment registration, the Ministry of Planning and Investment hereby notifies that the Investment License/ Outward investment certificate/ Certificate of outward investment registration  No……….dated…………… shall be null and void from……….[date]

……… [investor’s name] must:

- Follow procedures for termination of the outward investment project in accordance with the law of the host country and transfer all legal capital and assets to Vietnam as regulated in Article 25 of the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 on outward investment and relevant laws.

- Fulfill financial liabilities towards the Government, and discharge any responsibilities towards workers as regulated in Article 21 and Article 22 of the Government’s Decree No. 83/2015/ND-CP dated September 25, 2015 on outward investment and relevant laws.

The investor shall implement the contents of this document./.

Place of receipt:
- As above;
- Ministry of Finance; Ministry of External Affairs;
- Ministry of Labour, Ward Invalids and Social Affairs; supervisory ministries;
- State Bank of Vietnam;
- People’s Committee of province/city…. (where the investor resides or the investor's headquarters is located);
- Taxation Department of province/ city......... (where the investor resides or the investor's headquarters is located);
- Governing authority (if any);
- Kept at:………

BY ORDER OF MINISTER
DIRECTOR OF FOREIGN INVESTMENT AGENCY




(signature and seal)

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Thông tư 03/2018/TT-BKHĐT hướng dẫn và ban hành mẫu văn bản thực hiện thủ tục đầu tư ra nước ngoài do Bộ trưởng Bộ Kế hoạch và Đầu tư ban hành