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PROVISIONS ON REPRESENTATIVE OFFICE

Legal basis:

Decree 07/2016/ND-CP detailing the Commercial Law on Representative Offices and Branches of foreign traders in Vietnam

When registering the operation of a representative office of a foreign trader, customers should note the following provisions:

Conditions for granting a representative office establishment license

Foreign traders are established and registered their business in accordance with the laws of countries or territories participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories. 

Foreign traders have operated for at least 01 year from the date of establishment or registration;

In case the business registration certificate or equivalent documents of the foreign trader stipulates a operation term, the remaining of the term must be at least 01 year from the date of application submission;

The operation business scope of the representative office must be consistent with Vietnam’s commitments in international treaties to which Vietnam is a signatory;

In case the operation business scope of the representative office do not conform to the commitments of Vietnam or the foreign trader is not a member of a country or territory participating in an international treaty to which Vietnam is a contracting party, the establishment of a representative office must be approved by ministers or heads of ministerial-level agencies in charge of specialized management (hereinafter referred to as the Minister of specialized management).

Representative office headquarters PROVISIONS ON REPRESENTATIVE OFFICE

The location of a representative office of a foreign trader must conform to the provisions of Vietnamese law on security, order, occupational safety and health conditions and other conditions as prescribed by laws.

Representative offices are not allowed to lend or sublease their headquarters.

How to name a representative office

Name of the representative office must be written with the letters of the Vietnamese alphabet, the letters F, J, Z, W, figures and symbols. PROVISIONS ON REPRESENTATIVE OFFICE

The name of the representative office must include the name of the foreign trader and the phrase “representative office”.

Ex: Representative office of ABC Ltd in Ho Chi Minh City

The name of the representative office must be hanged at the office of the representative office. The name of the representative office is printed or written in a smaller font size than the name of the foreign trader on transaction papers, documents and publications issued by the representative office.

Contents of representative office activities

Representative offices perform the functions of a liaison office, market research, and promotion of business investment opportunities of the traders they represent, excluding the service industry where the establishment of a representative office in that field are specified in specialized legal documents.

Head of representative office PROVISIONS ON REPRESENTATIVE OFFICE

Head of a representative office must be responsible to the foreign trader for his or her activities and that of the representative office to the extent authorized by the foreign trader.

Head of a representative office must be responsible for his/her activities in case of performing activities outside the scope authorized by the foreign trader. PROVISIONS ON REPRESENTATIVE OFFICE

Head of the representative office must authorize in writing to another person to perform the rights and obligations of the head of the representative office upon exiting Vietnam. This authorization must be approved by the foreign trader. The head of the representative office is still responsible for the performance of the authorized rights and obligations.

In case the authorization period expires but the head of the representative office has not returned to Vietnam and has no other authorization, the authorized person has the right to continue performing the rights and obligations of the head of the representative office within the authorized scope until the head of the representative office returns to work at the representative office or until the foreign trader appoints another person to be the head of the representative office.

In case the head of the representative office is not present in Vietnam for more than 30 days without authorizing another person to perform the rights and obligations of the head of the representative office or is dead, missing, detained, sentenced to prison, restricted from losing civil act capacity, the foreign trader must appoint another person to be the head of the representative office. PROVISIONS ON REPRESENTATIVE OFFICE

The head of a representative office of a foreign trader may not concurrently hold the following positions:

  • Head of a branch of the same foreign trader;
  • Heads of a branches of other foreign traders;
  • A legal representative of that foreign trader or other foreign trader;
  • A legal representative of an economic organization established in accordance with the laws of Vietnam.

In case the head of a representative office is authorized by a foreign trader to enter a contract, amend or supplement a signed contract, the foreign trader must make a written authorization for each transaction, amendment and supplement of a signed contract. PROVISIONS ON REPRESENTATIVE OFFICE

Procedures for licensing the establishment of a representative office

Dossier for registration of representative office operations

  • An application form for a license to establish a representative office, which is made according to the form of the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;
  • A copy of the business registration certificate or equivalent document of the foreign trader;
  • A document of foreign trader appointing a head of the representative office;
  • A copy of the audited financial statement or a written certification of the performance of tax or financial obligations in the latest fiscal year or a paper of equivalent value issued by a competent agency or organization where the established foreign traders is located, or certify and prove the existence and operation of foreign traders in the latest fiscal year;
  • A copy of passport or identity card or citizen identification card (if Vietnamese) or passport copy (if foreigner) of the head of the representative office; 
  • Documents on the proposed location of the representative office, including:
  • A copy of a memorandum of understanding or agreement to rent a location or a copy of the document proving that the trader has the right to exploit and use a location to locate the representative office;
  • A copy of a document on the expected location of the representative office as prescribed.

Regulations on consular certification or legalization

The following documents must be consular certified or legalized and translated into Vietnamese and authenticated in accordance with Vietnamese law: 

  • A copy of the business registration certificate or equivalent document of the foreign trader;
  • The document of the foreign trader appointing the head of the representative office;
  • A copy of the audited financial statement or a written certification of the performance of tax or financial obligations in the latest fiscal year or a paper of equivalent value issued by a competent agency or organization where the trader is located. established foreign traders, or certify and prove the existence and operation of foreign traders in the latest fiscal year;

Implementation process: PROVISIONS ON REPRESENTATIVE OFFICE

  • Foreign traders submit dossiers directly or by post or online (if eligible) to the Department of Industry and Trade (Licensing Agency) where the representative office is expected to be located.
  • Within 03 working days from the date of receipt of the dossier, the License-issuing agency shall examine and request additional documents if the dossier is incomplete or invalid. 
  • Except for the case specified below, within 07 working days from the date of receipt of complete and valid dossiers, the licensing agency shall grant or not grant a license to establish a representative office for the foreign trader. In case of refusal, there must be a written explanation clearly stating the reason.

Cases of refusal to grant a representative office establishment license

Failing to meet one of the conditions for granting a license to establish a Representative Office.

The foreign trader applies for a license to establish a representative office within 2 years from the date on which the license to establish a representative office is revoked.

The establishment of representative offices and branches is restricted by law for reasons of national defense, security, social order and safety, social ethics and public health.

If you have any questions during the registration process to establish a representative office of a foreign trader, please contact businesslicense.vn for the best support.