FOREIGN INVESTMENT LAW OF MONGOLIA

May 14, 2007 at 1:45 pm Leave a comment

FOREIGN INVESTMENT LAW OF MONGOLIA

Chapter One
General Provisions
Article 1. Purpose of the law
The purpose of this law shall be to encourage foreign investment, to protect the rights and
property of foreign investors in Mongolia, and to regulate matters relating to the foreign
investment. /This paragraph was rephrased by the Law of January 3, 2002/
Article 2. Legislation on foreign investment
1. The legislation on foreign investment is comprised of the Constitution of Mongolia, this
law and other relevant legislation which is consistent with those laws.
2. If an international treaty to which Mongolia is a party is inconsistent with this law, then the
provisions of the international treaty shall prevail.
Article 3. Definitions
1. “Foreign investment” means every kind of tangible and intangible property which is invested
in Mongolia by a foreign investor for the purpose of establishing a business entity with
foreign investment within the territory of Mongolia or for the purpose of jointly operating
with an existing business entity of Mongolia.
2. “Foreign investor” means a foreign legal person or individual (a foreign citizen or stateless
person not residing permanently in Mongolia or a citizen of Mongolia permanently residing
abroad) who invests in Mongolia.
3. “Mongolian investor” means a Mongolian legal person or individual (a citizen of Mongolia,
immigrant or stateless person permanently residing in Mongolia) who invests.
4. “Investment agreement” is an agreement and/or a contract on concession, product sharing,
marketing, management, financial leasing and franchise investment concluded by foreign
investors for implementation of concrete project without having to establish a legal entity.
/This paragraph was added by the Law of January 3, 2002/
5. “One stop service” is a complex service including to receive applications and other relevant
materials on establishing a business entity with foreign investment or a branch of foreign
legal entity, issuing certificate, license and special permission in order to start a business
activity, making a conclusion, appraisal at one place and to organize activities to solve of
these issues by relevant authorities, and to provide investors with necessary information
as well as consultancy service.” /This paragraph was added by the Law of January 3,
2002/
Article 4. Areas for foreign investment
1. Foreign investment may take place in all areas of production and all services other than
those prohibited by the laws of Mongolia.
2. Foreign investment may take place in all parts of the territory of Mongolia where the
types of production to be undertaken or services to be provided are not prohibited by the
laws of Mongolia.
Article 5. Types of foreign investment
A foreign investor may invest in the following:
1) freely convertible currencies and reinvestment of togrogs yielded by investments;
2) moveable and immovable property and property rights;
3) intellectual and industrial property rights.
Article 6. Forms of foreign investment
Foreign investment shall be made in the following ways:
1) by establishing wholly foreign-owned business entities or local branches or subsidiaries
of foreign enterprises;
2) by establishing business entities jointly with Mongolian investors;
3) a foreign investor makes a direct investment by buying stocks, shares and other securities
of the Mongolian business entities under the legislation of Mongolia; /This paragraph
was rephrased by the Law of January 3, 2002/
4) by acquiring rights by law, concession and product sharing contract to exploit and process
natural resources. /This paragraph was amended by the Law of January 3, 2002/
5) Conclude a contract for marketing and management,
6) Make an investment through financial leasing and franchise. /The paragraphs 5, 6 were
added by the Law of January 3, 2002/
Article 7. Purchase of shares or other securities
Foreign investors may purchase shares or other securities in any business entity which is
operating within the territory of Mongolia in accordance with the laws of Mongolia.
Chapter Two
Protection of Foreign Investment
Article 8. Legal guarantees for foreign investment
1. Foreign investment within the territory of Mongolia shall enjoy the legal protection
guaranteed by the Constitution, this law and other legislation which is consistent with
those laws and as guaranteed by the international treaties to which Mongolia is a party.
2. Foreign investment within the territory of Mongolia shall not be unlawfully expropriated. /
The word “nationalized” was cancelled from this paragraph by the Law of January 3,
2002/
3. Investments of foreign investors may be expropriated only for public purposes or interests
and only in accordance with due process of law on a non-discriminatory basis and on
payment of full compensation.
4. Unless provided otherwise in any international treaties to which Mongolia is a party, the
amount of compensation shall be determined by the value of the expropriated assets at
the time of expropriation or public notice of expropriation. Such compensation shall be
paid without delay.
5. Losses suffered by foreign investors due to a state of emergency or war in Mongolia shall
be treated equally with losses suffered by Mongolian investors.
Article 9. Treatment of foreign investors
Mongolia shall accord to foreign investors no less favourable treatment in respect of the
possession, use, and disposal of their investments than that accorded Mongolian investors.
Article 10. Rights and obligations of foreign investors
1. Foreign investors shall enjoy the following rights:
1) to possess, use, and dispose of their property including the repatriation of investments
which contributed to the equity of a business entity with foreign investment; This
subparagraph was amended by the Law of January 3, 2002/
2) to manage or to participate in managing a business entity with foreign investment;
3) to transfer their rights and obligations to other persons in accordance with the law;
4) Remit the following income, profit and payments to abroad without any barriers:
(a) allotted stockholders income and share dividends;
(b) allotted income after property and securities’ sale, transfer of property right to
other party, completion of an investment agreement and liquidation of an entity;
(c) principal and interest of debt or other identical payments;
(d) compensation payment for confiscated property;
(e) other income gained under the legislation of Mongolia. /This subparagraph was reedited
by the Law of January 3, 2002/
5) any other rights conferred by law.
2. Foreign investors shall have the following obligations:
1) to observe the laws of Mongolia;
2) follow commitments stated in the Agreement and Statute of the business entity
with foreign investment, branch of a foreign legal entity and in Investment
agreement; /This subparagraph was re-edited by the Law of January 3, 2002/
3) to implement measures to ensure the protection and restoration of the natural
environment;
4) to respect the customs and traditions of the people of Mongolia.
Chapter Three
Activities of a foreign entity and a branch of a foreign legal entity
Article 11. Business entities with foreign investment
1. Business entity with foreign investment is a entity, established in accordance
with the
legislation of Mongolia, of which not less than 25 percent of the equity is
constituted
with an investment of a foreign investor. /This paragraph was re-edited by the
Law of
January 3, 2002/
2. A business entity with foreign investment shall become a legal person of Mongolia from
the date of its registration and shall conduct its operations in accordance with the laws of
Mongolia.
/The article 12 was annulled by the Law of January 3, 2002/
Article 13. Valuation of tangible and intangible property
1. Investors of a business entity with foreign investment shall negotiate on evaluation
of the property and intellectually valuable items invested from them to form the
equity of the entity following the same principle sued for convertible currency and
tugrug (local currency). If investor considers it as necessary, the evaluation can be
done by either Mongolian or foreign specialized company licensed to conduct asset
evaluation. /This paragraph was re-edited by the Law of January 3, 2002/
2. Conversion of togrogs into freely convertible currency shall be done at the rate of exchange
set by the Bank of Mongolia and applicable at the time of valuation.
Article 14. Plenary rights of the state administrative body in charge of foreign
investment
1. The State Central administrative body in charge of foreign investment shall have the following
plenary rights with respect to foreign investment:
1) to formulate foreign investment policy in accordance with the Government general
action plan on development country’s economy and society, and monitor its
implementation;
2) to ensure and supervise the implementation of legislation regard to foreign investment;
3) to work out a proposal on leading sectors and directions of foreign investment.
2. The State administrative body in charge of foreign investment shall have the following
plenary
rights:
(1)to implement policies and legislation with respect to foreign investment;
(2)to research possibilities to increase foreign investment, to organize investment
promotional activities, to provide investors with relevant information, and to involve
foreign investors to project tender;
(3) to render foreign investors with complex “One-stop service”;
(4) to prepare information on foreign investment statistics;
(5) to approve and/or disapprove establishment of a business entity with foreign
investment or a branch of a foreign legal entity;
(6) to terminate, temporarily or completely, the activities of a business entity with foreign
investment or a branch of a foreign legal entity;
(7) other rights specified in legislation.
3. The State administrative body in charge of foreign investment issue shall render some of
the
services specified in the provision 3 of section 2 of this Article on charge base. /This article
was
re-edited by the Law of January 3, 2002/
Article 15. Registration of Business entity with foreign investment, branch of a foreign
legal entity and Investment agreement
1. A business entity with foreign investment and a branch of a foreign legal entity that
received a certificate from the State administrative body in charge of foreign investment
shall be registered by the National General Taxation Office with state registration.
2. Any amendment to the Agreement or Statute of a business entity with foreign
investment and a branch of a foreign legal entity shall be registered with the National
General Taxation Office as approved by the State administrative body in charge of foreign
investment.
3. The State administrative body in charge of foreign investment will register an
Investment agreement based on an application to register an investment agreement and
a notarized copy of the investment agreement, and will issue a certificate within 10 business
days after the receipt of the application. /This article was re-edited by the Law of January
3, 2002/
Article 16. Terminating a foreign invested entity and branch of a foreign legal
entity
1. The operations of business entities with foreign investment and a branch of a foreign
legal entity may be suspended or terminated on the grounds provided in the laws of
Mongolia. /This paragraph was amended by the Law of January 3, 2002/
2. /This paragraph was annulled by the Law of November 30, 2001//
Article 17. Liquidating a foreign invested entity and a branch of a foreign legal
entity
1. If a business entity with foreign investment or a branch of a foreign legal entity resolve to
suspend or terminate its operations it shall submit that resolution to the State Central
Administrative body in charge of foreign investment and to the General Department of
National Taxation within 14 days of its adoption. /This paragraph was rephrased by the
Law of November 30, 2001 and was amended by the Law of January 3, 2002/
2. An investment agreement shall be removed from the registration and a certificate of
approval shall be revoked when duration of the investment agreement expires and/or the
investor annuals the agreement or violates laws of Mongolia. /This paragraph was added
by the Law of January 3, 2002/
3. /This paragraph was annulled by the Law of November 30, 2001/
4. Upon receiving the notice referred to in paragraph 1 of this article, the General Department
of National Taxation shall remove the business entity with foreign investment or a branch
of a foreign legal entity from the State register and publish that fact. /This paragraph was
amended by the Laws of November 30, 2001 and January 3, 2002/
5. If the operations of the business entity with foreign investment or a branch of a foreign
legal entity cease in preparation for dissolution, then the foreign investor concerned shall
be entitled to transfer the returns referred to in paragraph 4 of article 10 of this law upon
completion of the final accounts of the business entity concerned. /This paragraph was
amended by the Law of January 3, 2002/
Article 18. Taxation
1. Business entities with foreign investment and a branch of a foreign legal entity shall be
liable for tax under the tax laws of Mongolia.
2. Tax incentives and/or exemptions to a business entity with foreign investment, branch of
a
foreign legal entity and an implementing entity of an investment agreement will be subject
to
Income tax law of Business entities and organizations1, Customs tariff law2, Value added
tax
law3, Excise tax law4 and Land law5 of Mongolia. /This paragraph was added by the Law
of
January 3, 2002/
Article 19. Stability Agreement
1. In the event of a request by the investor intending to undertake an investment project
of not less than US$ 2 million or equivalent amount in Mongolian national tugrigs in
Mongolia, the Cabinet Member responsible for taxation policy issues as permitted by the
Government of Mongolia may sign an agreement with that investor on a stability as a
legal guarantee for a stable environment to conduct business activities.
2. A sample of a stability agreement will be approved by the Government of Mongolia.
This agreement sample shall contain provisions to ensure stable tax conditions during
certain period and state objectives and amount of the investment, its implementation
period and rationale to revoke the agreement.
3. If a start-up investment amount of the project to be implemented by a foreign investor
is US$ 2.0-10.0 million or equivalent amount of Mongolian national tugrigs a stability
agreement can be signed for I0 years and if the amount is over US$ 10.0 million or its
equivalent in Mongolian national tugrigs for 15 years.
4. In the event of a termination of activities by sole initiative of an investor before the
period stated in the stability agreement when a business entity with foreign investment
and/or a branch of a foreign legal entity was not bankrupted in accordance with the laws
of Mongolia or their activities were not stopped by the respective authorities or the parties
did not terminate the contract upon their mutual agreement the amount of tax discounts
and/or exemptions awarded to that investor shall be compensated by the investor. /This
article was added by the Law of January 3, 2002/
Article 20. Conclusion of a Stability Agreement
1. An investor willing to conclude a Stability Agreement shall submit its application and
draft Stability Agreement to the State central administrative body in charge of taxation
policy issues.
2. The Government member in charge of taxation policy issues shall examine the
application and the draft agreement within 14 business days following the receipt and
shall conclude the Stability Agreement with the applicant, if no clarifications are required.
If additional clarifications are required, the applicant shall be notified of it within 7 business
days.
3. Relevant organizations shall be notified of such Stability Agreement. /This article was
added by the Law of January 3, 2002/
Article 21. Land utilization by a foreign invested entity and a branch of a foreign
legal entity
1. Business entities with foreign investment and branch of a foreign legal entity may acquire
the right to use land by way of lease and subject to the conditions and procedures set out
in the legislation on land of Mongolia. /This paragraph was amended by the Law of January
3, 2002/
2. Any lease shall include the terms and duration of use, measures required to ensure the
protection and restoration of the environment to its natural state, the amount of annual
ground rent, and the liabilities of the lesser and lessee.
3. A lease for the business entities with foreign investment and branch of a foreign legal
entity shall be granted in accordance with the procedures below: /This paragraph was
amended by the Law of January 3, 2002/
1) a lease for the use of State-owned land by a wholly foreign-owned business entity
shall be entered into by the Mongolian landowner and the foreign investor and shall
be authorized by the relevant local Hural of Representatives and its Presidium;
2) a lease for the use of State-owned land by a business entity with foreign investment
in which a Mongolian investor is a participant shall be entered into by the Mongolian
landowner and the head of the business entity concerned and shall be authorized by
the relevant local Hural of Representatives and its Presidium;
3) a lease for the use of private freehold land by a business entity with foreign investment
in which a Mongolian investor is a participant shall be entered into by the Mongolian
landowner and the head of the business entity with foreign investment and shall be
authorized by the competent State authorities.
4. The obligations arising from the leases referred to in sub-paragraphs 2 and 3 of paragraph
3 of this article which are entered into by the head of a business entity with foreign
investment shall be borne by the Mongolian and the foreign investor in proportion to their
contributions in equity of the business entity. /This paragraph was amended by the Law
of January 3, 2002/
5. The duration of any lease shall be determined by the duration of the operations of the
business entity with foreign investment and branch of a foreign legal entity. The initial
term of a lease shall not exceed 60 years. The lease may be extended once for a period
of up to 40 years on the same conditions as the original lease. /This paragraph was
amended by the Law of January 3, 2002/
6. If a business entity with foreign investment and branch of a foreign legal entity are dissolved
before the expiry of the lease, then the lease shall terminate at the same time. /This
paragraph was amended by the Law of January 3, 2002/
7. Leasehold land may be substituted or taken back for a specific State purpose. Decisions
on that matter may be made only by the Government of Mongolia. Compensation for
losses suffered by foreign investors as a result of such action shall be paid without delay.
The amount of compensation shall be determined on the basis of value at the time of
such substitution or transfer.
8. If leasehold land is used to the detriment of the public health, natural environment or the
interests of national security, then the lease shall be cancelled.
Article 22. Finances, loans, accounts and inspections
1. Business entities with foreign investment and branch of a foreign legal entity shall conduct
their activities in respect of finances, loans, accounts, and foreign currency operations in
accordance with the laws of Mongolia.
2. Business entities with foreign investment and a branch of a foreign legal entity shall keep
account books and balance sheets in accordance with the laws of Mongolia.
3. The accounts and financial and business transactions of business entities with foreign
investment and a branch of a foreign legal entity shall be investigated by State financial
inspectors or by chartered auditors in accordance with the laws of Mongolia. Foreign
auditing organisations may be invited if required. /This paragraph was amended by the
Law of January 3, 2002/
Article 23. Insurance
Business entities with foreign investment and branch of a foreign legal entity may be insured
by Mongolian insurance agencies in accordance with the laws of Mongolia. /This article was
amended by the Law of January 3, 2002/
Article 24. Labour and social security relations
1. Business entities with foreign investment and a branch of a foreign legal entity shall
primarily employ citizens of Mongolia. Foreign citizens may be hired for jobs requiring
special or high qualifications. Issues on importing labour forces and experts shall be
regulated by the relevant legislation of Mongolia. /This paragraph was amended by the
Law of January 3, 2002/
2. Matters of labour and social security relating to citizens of Mongolia who are employed
by business entities with foreign investment and a branch of a foreign legal entity shall be
governed by the laws of Mongolia on labour and social security. /This paragraph was
amended by the Law of January 3, 2002/
3. Foreign citizens who are employed by business entities with foreign investment and a
branch of a foreign legal entity shall be liable for income tax in accordance with the laws
of Mongolia and may transfer their income abroad after paying tax. /This paragraph was
amended by the Law of January 3, 2002/
Chapter Four
Miscellaneous
Article 25. Settlement of disputes
Disputes between foreign investors and Mongolian investors as well as between foreign
investors and Mongolian legal or natural persons on the matters relating to foreign investment
and the operations of the business entities with foreign investment and a branch of a foreign
legal entity, shall be resolved in the Courts of Mongolia unless provided otherwise by
international treaties to which Mongolia is a party or by any contract between the parties to
the dispute. /This paragraph was amended by the Law of January 3, 2002/
Article 26. Coming into force of the law
This law shall come into force on 1 July 1993.
Speaker of the State Ih Hural of Mongolia
N.Bagabandi
Secretary General of the Secretariat of the State Ih Hural
N.Rinchindorj
(Footnotes)
1
Bulletin “State Information”
¹ 1
, 1993
2
Bulletin “State Information”
¹ 9
, 1996
3
Bulletin “State Information”
¹ 2
, 1998
4
Bulletin “State Information”
¹ 2
, 1993
5
Bulletin “State Information”
¹ 2
, 1995

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Information contained in this web site are partly derived from a CD-ROM "Guide to Investment and Trade-Mongolia", produced by Foreign Investment and Foreign Trade Agency (FIFTA). All trademarks are properties of their own respective owners.

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