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Establishment of Representative offices or branches of foreign traders in Vietnam

Establishment of Representative offices or branches of foreign traders in Vietnam

  1. ORDER AND PROCEDURES:
  2. ESTABLISHMENT OF BRANCHES:
  3. Conditions for establishing branches of foreign traders in Vietnam:
  • The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
  • The foreign trader has come into operation for at least 05 years from the date of establishment or registration;
  • The Certificate of Business registration or equivalent document is valid for at least 01 more year from the date of submission of the application;
  • The scope of operation of the branch is conformable with Vietnam’s Commitments to market access stipulated in treaties to which Vietnam is a signatory shall be consistent with lines of business of the foreign trader;
  • Where the businesses of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in one of countries or territories being parties to treaties to which Vietnam is a signatory, the representative office can be established only if they obtain a prior consent of the relevant Minister for establishment of the representative office.
  1. Applications for Licenses for Establishment of branches:
  • An application form for license for establishment of the branch using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.
  • Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;
  • A letter of appointment of the head of the branch;
  • Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;
  • Copies of the branch charter;
  • Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the branch;
  • Documents on the expected location of the branch including:
  • Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the branch;
  • Copies of documents on the expected location of the branch: Representative offices and branches shall be headquartered at locations that satisfies requirements for security, occupational hygiene and safety and others stipulated in laws of Vietnam. Representative offices or branches shall not lend or sublet their offices.

Time for considering, requiring for dossiers addition: within 03 working days from the date of submission via post or online submission (where applicable).

Competent authority: Ministry of Industry and Trade.

  1. Effective periods of Licenses for Establishment of branches

The License for Establishment of a branch shall be valid for 05 years but not exceeding the remaining effective period of the Certificate of Business Registration or the equivalent (for documents having expiry date);

  1. Heads of representative offices or branches
  • The Head of branch shall be responsible for his/her action and the operation of the representative office or branch to his/her head office within the power of attorney.
  • The head of branch shall be responsible for his/her activities the scope of authorization.
  • In the absence of the head of branch from Vietnam, he/she shall grant the power of attorney to another person. The power of attorney shall be made with the prior consent of the head office. However, the head of branch shall be responsible for exercising rights and obligations specified in the power of attorney.
  • Upon the expiry of the power of attorney, if the head of branch has yet to return and no additional power of attorney is made, the current authorized person shall be eligible for exercising rights and obligations as the head of branch within the scope of authorization until the head of branch returns or the head office appoints another person as the new head of branch.
  • If the head of branch from Vietnam is absent from Vietnam for a period of longer than 30 days without any authorization, or if the head of branch is dead, missing, detained, sentenced to prison or has no capacity for action, the head office shall appoint another person as the new head of representative offices or branch.
  • The head of a branch shall not concurrently hold the following titles:
  • The head of a representative office of another foreign trader;
  • The head of a representative office of the same foreign trader;
  • The legal representative of a business organization incorporated under Laws of Vietnam.
  1. Notification of branch information

Within 15 working days from the date of grant, re-grant, adjustment, extension and revocation of the License for Establishment of a branch, the licensing agency shall publish the following information on its web portal:

  • The name and address of the branch;
  • The name or address of the head office of the foreign trader.
  • Information on the head of the branch;
  • The reference number, date of issue and effective period of the Licenses for Establishment of the branch and licensing agency.
  • The scope of operation of the branch;
  • Date of re-issue, adjustment, extension or revocation of the License for Establishment of the branch.
  1. ESTABLISHMENT OF REPRESENTATIVE OFFICE:
  2. Conditions for establishing representative offices of foreign traders in Vietnam:
  • The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
  • The foreign trader has come into operation for at least 01 year from the date of establishment or registration;
  • The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;
  • The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;
  • Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.
  1. Applications for Licenses for Establishment of representative offices
  • An application form for License for Establishment of the representative office using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.
  • Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;
  • A letter of appointment of the head of the representative office;
  • Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;
  • Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;
  • Documents on the expected location of the representative office including:
  • Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the representative office;
  • Copies of documents on the expected location of the representative office: Representative offices and branches shall be headquartered at locations that satisfies requirements for security, occupational hygiene and safety and others stipulated in laws of Vietnam. Representative offices or branches shall not lend or sublet their offices.
  1. Dossier that needs to be translated, certified and consularly legalized:
  • Dossier that needs to be translated, certified and consularly legalized: Business Registration Certification.
  • Dossier that needs to be translated into Vietnamese, certified or legalized by overseas diplomatic missions or Consulates of Vietnam:
  • Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;
  • A letter of appointment of the head of the representative office;
  • Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;
  • Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;

Note: The whole application file for establishment of a representative office is signed and sealed by the parent company. If the parent company from abroad does not have a seal, the whole dossier shall be consular legalized.

Time for considering, requiring for dossiers addition: Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete) . The request for supplementation to the application shall be made only once during the processing of such application.

Competent authority:

  • Representative office located outside industrial parks, export-processing zones, economic zones or hi-tech zones: The Department of Industry and Trade of the province where the representative office is expected to be located.
  • Representative office located inside industrial parks, export-processing zones, economic zones or hi-tech zones: Management Boards of industrial parks, export-processing zones, economic zones or hi-tech zones (hereinafter referred to as Management Boards)

After being granted the operation registration certificate for the representative office, the enterprise shall make a seal and submit information disclosure information on the national electronic portal.

III. ADJUSTMENT, RE-GRANT, EXTENSION OF LICENSES FOR ESTABLISHMENT OF BRANCHES OR REPRESENTATIVE OFFICES:

  1. Adjustments to Licenses for Establishment of branches or representative offices:

1.1. Cases of adjustments to Licenses for Establishment of branches or representative offices:

  • Changes in the name or location of the head office of a foreign trader.
  • Changes in lines of business of the foreign trader affecting the operations of its branches in Vietnam.
  • Replacement of the head of the representative office or branch.
  • Changes in the name of the representative office or branch.
  • Changes in the operations of representative offices or branches
  • Change in the location of the representative office.
  • Changes in the location of the branch .

1.2. Applications, order and procedure for adjustments to Licenses for Establishment of branches or representative offices:

An application for adjustments to the License for Establishment shall include: 1 set

  • An application form for adjustments to the License for Establishment of the representative office using the form promulgated by the Ministry of Industry and signed by a competent representative of the foreign trader.
  • Documents as proof of adjustments. To be specified:
  • Changes in the name or location of the head office of a foreign trader: copies of legal documents as proof of changes in the name or location of the head office of a foreign trader released by competent authorities. Documents shall be certified, translated and consularly legalized.
  • Changes in lines of business of the foreign trader affecting the operations of its branches in Vietnam: copies of legal documents as proof of changes in the lines of business of the foreign trader released by competent authorities. Documents shall be certified, translated and consularly legalized.
  • Replacement of the head of the representative office or branch: Documents shall be certified, translated including:

A letter of appointment of the new head of the representative office or branch;

Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the new head of the representative office/branch

Proof of fulfillment of personal income tax liabilities of the former head of the representative office/branch at the time of changes.

  • Change in the location of the representative office, branches:

Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the representative office or branch;

Copies of documents on the expected locations of the representative office or branch.

  • The original License for Establishment of the branch or representative office.

Order and procedure:

  • Within 60 days from the date of such changes, the foreign trader shall apply for adjustments to the License for Establishment of their representative office or branch;
  • Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete) . The request for supplementation to the application shall be made only once during the processing of the application.
  • Within 05 working days from the date of receipt of the valid application, the licensing agency shall send the applicant a written notification of whether the adjustments to the license or establishment of the representative office or branch are approved or not. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.
  1. Re-grant the Licenses for Establishment of branches or representative offices:

2.1. Cases of re-grant the Licenses for Establishment of branches or representative offices:

  • The representative office relocates to another province or territory
  • The Licenses for Establishment of the branch or representative office is lost, damaged or destroyed in any form or shape.

1.2. Applications, order and procedure for re-granting to Licenses for Establishment of branches or representative offices:

Applications for re-granting includes: 1 set

  • The representative office relocates to another province or territory
  • An application form for re-grant of the License for Establishment of the representative office using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader;
  • An announcement of shutdown of the representative office submitted to the licensing agency in which the representative office is currently located.
  • Copies of the existing License for Establishment of the representative office.
  • Copies of documents on the expected location of the representative office

 

  • The Licenses for Establishment of the branch or representative office is lost, damaged or destroyed: An application form for re-grant of the License for Establishment of the representative office or branch using the form promulgated by the Ministry of Industry and signed by a competent representative of the foreign trader.

Order and procedure:

  • The representative office relocates to another province or territory

The foreign trader shall apply for re-grant of the License for Establishment of their representative office within 30 days from the date on which the notification of shutdown of the representative office is submitted. If the foreign trader fails to apply for re-grant of the License for Establishment of the representative office in the aforesaid time limit, such foreign trader shall apply for the license or establishment of their representative office.

Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete) . The request for supplementation to the application shall be made only once during the processing of the application.

Within 05 working days from the date of receipt of the valid application, the licensing agency shall re-grant the license or establishment of the representative office to the applicant. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

  1. Extension of Licenses for Establishment of branches or representative offices

3.1. Cases eligible for extension of Licenses for Establishment of branches or representative offices:

Every foreign trader shall be eligible for the grant of extension of the license or establishment of the representative office or branch; except for being revoked if such representative offices or branches:

  • Fail to come into operation for 01 year and fail to enter into transactions with licensing agencies.
  • Fail to submit reports on the operation of the representative office or branch for 02 consecutive years.
  • Fail to submit reports to the licensing agency within 06 months from the deadline of submission or at the written request of the licensing agency.
  • Be governed by provisions of laws.

3.2. Applications, order, procedures for extension of Licenses for Establishment of branches or representative offices:

An application for extension of the License for Establishment shall include: 1 set

  • An application form for extension of the License for Establishment of the representative office or branch using the form promulgated by the Ministry of Industry and signed by a competent representative of the foreign trader.
  • Copies of the Certificate of Business registration or equivalent documents of the foreign trader; which are translated into Vietnamese and certified or legalized by overseas diplomatic missions or Consulates of Vietnam
  • Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established; which are translated into Vietnamese and certified true in accordance with laws of Vietnam.
  • Copies of the existing License for Establishment of the branch or representative office.

Order and procedure:

  • At least 30 days prior to the expiry of the license, the applicant shall apply for extension of the License for Establishment of the branch or representative office
  • Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete) . The request for supplementation to the application shall be made only once during the processing of the application.
  • 4. Within 05 working days from the date of receipt of the valid application, the licensing agency shall grant an extension of the license or establishment of the representative office to the applicant. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.
  1. Charges for grant, re-grant, adjustment and extension of Licenses for Establishment of branches or representative offices
  • Representative office located outside industrial parks, export-processing zones, economic zones or hi-tech zones: The Department of Industry and Trade of the province where the representative office is expected to be located.
  • Representative office located inside industrial parks, export-processing zones, economic zones or hi-tech zones: Management Boards of industrial parks, export-processing zones, economic zones or hi-tech zones (hereinafter referred to as Management Boards)
  • Branches: Ministry of Industry and Trade.
    ……………………………………………………………………………………….
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