The registered capital reached 16.24 billion USD and the realized capital was about 7.15 billion USD, of which the Vietnamese Party's capital contribution was over 1 billion USD (mainly in the value of land use rights) and the foreign capital was about 6.1 billion USD [1 - p. 2]. However, these legal documents still could not avoid the inherent shortcomings of the legal system of the economy operating under the subsidy mechanism, because at that time our country had just entered the period of renovation after the 6th Party Congress. Therefore, the completion of the legal system on foreign investment was an objective law, the Law on Foreign Investment in Vietnam was amended and supplemented twice (June 1990 and December 1992) and a series of related documents were also newly issued or amended to comply with the amended Law. One point to note is that among the 9 important issues that were focused on for revision in 1992, there were 2 issues related to land: regulations on limiting capital contribution by natural resources and increasing the capital proportion of the Vietnamese side . Sub-law documents that mention the land use rights of foreign organizations and individuals in Vietnam include:
+ Decree 18/CP (December 26, 1992) of the Government detailing the implementation of the Law on Foreign Investment in Vietnam;
+ Ordinance on rights and obligations of foreign organizations leasing land in Vietnam (October 25, 1994);
+ Ordinance on rights and obligations of domestic organizations assigned land or leased land by the State (October 14, 1994);
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+ Decree No. 29/CP (May 27, 1993) on measures to encourage Vietnamese people residing abroad to invest in the country;
+ Circular No. 51-TC/TCDN (July 3, 1993) of the Ministry of Finance guiding the implementation of taxes for enterprises with foreign investment capital;
+ Circular No. 02/BXD-QLXD (January 26, 1993) of the Ministry of Construction providing guidance on construction management of projects with foreign direct investment.
(iii) The period since the Law on Foreign Investment in 1996 to present: The two strategic tasks of building socialism and defending the Fatherland, promoting the country's industrialization and modernization were identified in the Resolution of the 8th National Party Congress. Building an industrialized and modernized country with a modern material and technical foundation, a reasonable economic structure, progressive production relations, suitable to the development level of the productive forces, high material and spiritual life, solid security, a rich people, a strong country, a fair and civilized society [23-VKDH VIII, p.80]. Policies and specific solutions in the field of foreign investment have been proposed by the Party and the State to achieve this goal.
After nearly 10 years of implementation, the 1996 Foreign Investment Law was passed by the National Assembly on November 12, 1996. The 1996 Foreign Investment Law was promulgated on the basis of inheriting and developing the 1987 Law and the Laws amending and supplementing a number of articles of the Law on Foreign Investment in Vietnam in 1990 and 1992. The 1996 Foreign Investment Law, together with the basic legal system, regulates foreign direct investment activities in Vietnam in accordance with the Party's guidelines and viewpoints on economic development and opening, meeting the country's development practices, while also being somewhat compatible with international practices and attractive to foreign investors. The 1996 Foreign Investment Law consists of 6 chapters, 68 articles with 13 basic contents, including the content on exemption and reduction of land rent .
+ Decree 12/CP (December 18, 1997) of the Government detailing the implementation of the Law on Foreign Investment in Vietnam;
+ Ordinance amending and supplementing a number of articles of the Ordinance on the rights and obligations of domestic organizations to which the State allocates or leases land (August 27, 1996);
+ Circular No. 293/TT-DC (March 14, 1997) of the General Department of Land Administration guiding the allocation of land to domestic organizations and the sub-leasing of land in Export Processing Zones and Industrial Parks;
+ Circular No. 03/BKH-QLDA (March 15, 1997) of the Ministry of Planning and Investment guiding procedures for implementing foreign investment projects in Vietnam;
+ Joint Circular No. 01/LB (March 31, 1997) of the General Statistics Office for enterprises with foreign direct investment and foreign parties participating in joint venture cooperation contracts;
+ Circular No. 74/TT-TC-TCT (October 20, 1997) of the Ministry of Finance guiding the implementation of tax regulations for investment forms under the Law on Foreign Investment in Vietnam;
The implementation of the Law on Foreign Investment in Vietnam in recent years shows that attracting and using foreign investment capital is a correct and timely policy, contributing significantly to the realization of socio-economic goals, to the victory of the renovation process, bringing the country out of economic crisis, and increasing Vietnam's position and power in the international arena.
At the time of promulgation, the 1996 Foreign Investment Law was considered attractive and open. However, the situation in the country as well as in the region and the world since 1997 has had great changes; at the same time, the new requirements of the cause of continuing to deeply innovate the economy, promoting the country's industrialization and modernization, and proactively integrating internationally in the new period have posed objective demands for the necessity of amending and supplementing the 1996 Foreign Investment Law, with the basis of the need for investment capital for development.
The development in the coming years to achieve the strategic goals of socio-economic development is very high: The 5-year plan (2001-2005) strives to achieve an average annual economic growth rate of about 7.5%, creating conditions for achieving higher growth rates. Total GDP in 2005 is nearly 2 times higher than in 1995 .
With specific needs, the Law amending and supplementing a number of articles of the Law on Foreign Investment in Vietnam (the 2000 Law on Foreign Investment) was passed by the National Assembly on June 9, 2000. The Law added 2 new articles and supplemented and amended 20 articles of the 1996 Law. The 2000 Law on Foreign Investment introduced many new regulations to remove obstacles and difficulties, and minimize risks for enterprises with foreign investment capital. In general, the provisions of the 2000 Law on Foreign Investment, Decree 24 and implementing documents have created conditions for closer ties between foreign investment and domestic investment, supporting the initiative in the integration process and ensuring international commitments, making Vietnam's business environment more attractive and open than before. In the 26 new points stipulated in the Law on Foreign Investment in Vietnam in 2000 and Decree 24/ND-CP, there are specific provisions related to the land use rights of economic organizations with foreign investment capital, which are issues such as: (i) compensation, site clearance; (ii) mortgage of assets attached to land and land use rights value; (iii) restructuring of investment capital, legal capital; (iv) dissolution of enterprises with foreign investment capital; (v) liquidation, bankruptcy of enterprises with foreign investment capital; (vi) State management of foreign investment; (vii) time limit for granting foreign investment licenses . These contents are specified in the following legal documents:
+ Decree No. 24/2000/ND-CP (July 31, 2000) of the Government detailing the implementation of the Law on Foreign Investment in Vietnam;
+ Circular No. 12/2000/TT-BKH (September 15, 2000) of the Ministry of Planning and Investment Guiding foreign investment activities in Vietnam;
+ Decision No. 189/2000/QD-BTC (November 24, 2000) of the Ministry of Finance on promulgating the Regulations on land, water surface and sea surface rents applicable to forms of foreign investment in Vietnam;
+ Joint Circular No. 12/2000/TTLT-NHNN-BTP-BTC-TCDC (November 22, 2000) of the State Bank, the Ministry of Justice, the Ministry of Finance and the General Department of Land Administration, guiding the implementation of a number of solutions on loan guarantees of credit institutions as prescribed in Resolution No. 11/2000/NQ-CP (July 31, 2000);
+ Joint Circular No. 772/2001/TTLT-TCDC-NHNN (May 21, 2001) of the General Department of Land Administration and the State Bank guiding the procedures for mortgaging the value of land use rights and assets attached to land of foreign-invested enterprises at credit institutions;
Based on the practical application of the law on foreign investment, since its first promulgation until now, the Law on Foreign Investment in Vietnam has always been adjusted (amended, supplemented) and newly promulgated towards the perfection of legislative techniques, harmonization with legal systems in the world, and at the same time consistent with the Party's guidelines and viewpoints on the development and openness of the economy in our country in the present era.
Actively integrating into the international economy is both an objective necessity and a requirement for our country's socio-economic development to ensure that Vietnam becomes an industrialized country by 2020, while achieving the strategic goals for the 2001-2010 period in the context that our country is still a developing country at a low level, agricultural production is the main industry, products are not highly competitive, many raw materials/fuels, and machinery still depend heavily on the outside. Developing foreign economic relations with the aim of international economic integration in the current world economic context is a very difficult task given the characteristics of our country's economy: low starting point, agricultural production is the main industry, mainly exporting raw materials and processed products; low competitiveness and economic efficiency, and an unstable business environment. These are relatively big obstacles for Vietnam in the process of integrating into the world economy. However, studying and evaluating the current situation, we also clearly see the advantages we have: political stability, relatively diverse and abundant resources, especially human resources.
Based on the requirements of the socialist-oriented market economy, our Party and State have clearly identified the direction of expanding and strengthening foreign economic activities, developing economic cooperation and linkages with economic organizations and countries in the region and the world with a unified awareness of national independence and integration. Since the promulgation of the 1987 Law on Foreign Investment, more than 40 countries and territories have invested in Vietnam. The structure of direct investment capital is increasingly suitable to the requirements of economic restructuring. Direct investment capital attracted to the fields of material production and economic infrastructure has increased, reaching 85% of the total investment capital in 2001. Foreign investment from developed countries (EU, North America, Japan, ...)
have increased and accounted for 40% of the total registered capital in Vietnam. Integration not only requires Vietnam to formulate correct foreign policies but also to promulgate laws in accordance with international practices, build forces of organizations, enterprises, and officials capable of participating in international economic integration effectively, creating the necessary conditions to build an independent and self-reliant economy, proactive in integration, and seize every opportunity to develop on the principle of maintaining independence, self-reliance, and socialist orientation.
Land plays a very important role in the formation and development of FDI projects in Vietnam because most FDI projects are related to land use. Therefore, it can be said that land issues have a great influence on attracting FDI. The Land Law has consistently implemented policies on land management and use for FDI enterprises in Vietnam, always demonstrating the innovation of the State in State management of land in general and land for lease in particular, in accordance with the actual situation in the country and in the world. Initially, it contributes to creating a common mentality for foreign investors in Vietnam to feel more secure and confident in the innovation policy of our State in the field of FDI cooperation. Thereby, it contributes to attracting more and more foreign investors to Vietnam to seek opportunities for production and business.
Proper implementation of legal provisions will create a more complete legal environment for foreign investment cooperation. The Land Law, the Foreign Investment Law and other legal documents on land and foreign investment have gradually created equality among economic sectors, including economic sectors with foreign investment capital. Domestic investors and foreign investors are both stipulated by law to have certain rights in using land for investment in production and business. Regulations on the rights and obligations of land users are regularly amended and supplemented to update and improve due to the general movement and development of society in order to gradually integrate our country into the Asia-Pacific region.
The implementation of land use rights of economic organizations with foreign investment capital is currently an issue that not only attracts much attention from foreign investors and the public, but is also an issue that needs to be carefully studied by managers in general.
2.1. Main contents and implementation of laws on land use rights of foreign-invested economic organizations in Vietnam
Foreign investors, when permitted to operate in Vietnam, establish 100% foreign-invested enterprises or joint ventures with domestic economic organizations to establish joint venture companies with capital contributions in accordance with the provisions of Vietnamese law, in which the provisions for implementing legal capital contributions in the form of land use rights value are a very important content in the law on land use rights of economic organizations with foreign investment capital, along with the provisions on land lease to implement investment projects in Vietnam, which are presented below.
2.1.1. Land lease to implement foreign investment projects in Vietnam
The general leasing of land in Vietnam by foreign organizations, individuals and international organizations is regulated in Chapter V of the Land Law. According to the Land Law, foreign organizations and individuals investing in Vietnam under the Law on Foreign Investment are leased land by the State to carry out investment according to the purpose with the operating period stated in the investment license and must comply with the provisions of Vietnamese law on land management and use, and have their legitimate rights and interests protected by the Vietnamese State when violated by others. If there is any violation, they will be handled according to Vietnamese law.
According to Article 80 - Land Law, Article 1 - Ordinance 14/10/1994, Article 2 - Decree No. 11/CP, 241/1995, the land lessee to implement the FDI projects mentioned in this thesis is a 100% foreign-invested enterprise, a joint venture enterprise.