Can joint venture enterprises receive capital contributions? with land use rights?

What is a joint venture enterprise? Can joint venture enterprises receive capital contributions using land use rights?

1. What is a joint venture enterprise? Is a joint venture enterprise considered a land user?

A joint venture enterprise is an enterprise established in Vietnam by two or more parties on the basis of a joint venture contract or agreement signed between the Government of the Socialist Republic of Vietnam and a foreign government.

Either it is an enterprise cooperating with a Vietnamese enterprise by a foreign-invested enterprise or by a joint venture enterprise. cooperate with foreign investors on the basis of joint venture contracts.

Whether a joint venture enterprise is considered a land user, according to the provisions of Clause 7, Article 5 of the 2013 Land Law, is as follows:

Land users

Land users who are allocated land, leased land, recognized land use rights, and receive transfer of use rights by the State land use according to the provisions of this Law, including:

1. Domestic organizations include state agencies, people’s armed units, political organizations, socio-political organizations, economic organizations, socio-political-professional organizations, social organizations, socio-professional organizations, public service organizations and other organizations according to the provisions of civil law (hereinafter collectively referred to as organizations);

2. Domestic households and individuals (hereinafter referred to as households and individuals);

3. Residential community includes the Vietnamese community living in the same village, village, hamlet, hamlet, hamlet, hamlet, hamlet, residential group and similar residential area with the same customs, practices or the same family lineage;

4. Religious establishments include pagodas, churches, chapels, shrines, cathedrals, Buddhist temples, monasteries, separate religious training schools, headquarters of religious organizations and other religious establishments;

5. Foreign organizations with diplomatic functions include diplomatic representative agencies, consulates, and other foreign representative agencies with diplomatic functions recognized by the Vietnamese Government; representative agency of an organization of the United Nations, intergovernmental agency or organization, representative agency of an intergovernmental organization;

6. Vietnamese people residing abroad according to the provisions of law on nationality;

7. Enterprises with foreign investment include enterprises with 100% foreign investment capital, joint venture enterprise, Vietnamese enterprises in which foreign investors buy shares, merge, and acquire in accordance with investment laws.

Accordingly, a joint venture enterprise is considered one of the land users to whom the State allocates land, leases land, recognizes land use rights, and receives land use rights transfer according to regulations.

2. Can joint venture enterprises receive capital contributions using land use rights?

Whether or not a business can receive capital contribution in the form of land use rights, according to the provisions of Point e, Clause 1, Article 169 of the 2013 Land Law, is as follows:

Get land use rights

1. Recipients of land use rights are regulated as follows:

a) Households and individuals may receive agricultural land use rights through conversion of land use rights specified in Point b, Clause 1, Article 179 of this Law;

b) Economic organizations, households, and individuals may receive land use rights through transfer of land use rights, except for the cases specified in Article 191 of this Law; Vietnamese people residing abroad can receive land use rights through receiving land use rights transfer in industrial parks, industrial clusters, export processing zones, high-tech zones, and economic zones. Enterprises with foreign investment capital are entitled to receive transfer of investment capital which is the value of land use rights according to Government regulations;

c) Organizations, households, individuals, and residential communities may receive transfer of land use rights through donation of land use rights according to the provisions of Point c, Clause 2, Article 174 and Point e, Clause 1, Article 179 of this Law, except for the case specified in Article 191 of this Law;

d) Organizations, households, individuals, and residential communities may receive land use rights transfer through inheritance of land use rights;

d) Vietnamese people residing abroad who are eligible to own houses in Vietnam according to the provisions of the law on housing can receive transfer of residential land use rights through the form of purchase, lease purchase, inheritance, donation of houses attached to residential land use rights or receive residential land use rights in housing development projects;

e) Economic organizations and joint venture enterprises receive land use rights transfer through receiving capital contributions in land use rights;

…

According to the above regulations, joint venture enterprises can receive capital contributions in the form of land use rights.

3. Are joint venture enterprises that receive capital contributions using land use rights compensated for the land when the State recovers the land?

Will joint venture enterprises that receive capital contributions in the form of land use rights be compensated for the land when the State recovers the land, according to the provisions of Clause 2, Article 8 of Decree 47/2014/ND-CP as follows:

Compensation for land and remaining land investment costs when the State recovers non-agricultural land other than residential land from economic organizations and joint venture enterprises

…

2. Joint venture enterprises that use non-agricultural land other than residential land by receiving capital contributions with land use rights specified in Article 184 of the Land Law, when the State recovers land, will be compensated for the land according to the provisions of Clause 2, Article 74 of the Land Law in the following cases:

a) Land contributed as capital by economic organizations according to the provisions of Article 184 of the Land Law has the origin of land allocated by the State with collection of land use fees, leased with a one-time land rent for the entire lease period but the paid land use fees and land rents do not originate from the state budget;

b) Land allocated by the State to economic organizations without collection of land use fees, allocation of land with collection of land use fees but the land use fees originate from the state budget, lease of land with annual land rent but allowed to use the value of land use rights as granted by the state budget to the enterprise, without having to record debt and not having to repay land rent according to the provisions of land law to contribute capital to joint ventures with foreign organizations and individuals;

c) Land contributed as capital by an economic organization has the origin of receiving land use rights transfer according to the provisions of law but the money paid for the transfer does not originate from the state budget;

d) Land allocated by the State to Vietnamese people residing abroad with land use fees collected, land leased with a one-time land rental fee for the entire lease period; The joint venture enterprise in which the Vietnamese party contributed capital with land use rights is now transformed into an enterprise with 100% foreign capital.

Thus, the joint venture enterprise uses non-agricultural land that is not residential land Due to receiving capital contributions in the form of land use rights according to the provisions of Article 184 of the Land Law, when the State recovers the land, the enterprise will be compensated for the land according to regulations in the cases specified in Clause 2, Article 8 above.