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NOTIFICATION OF A REPRESENTATIVE OFFICE AFTER ESTABLISHMENT IN VIETNAM

In 2021, the representative office plays an essential role in the company’s business due to the fact that this office has the duty to represent as authorized for the interests of the enterprise and protect those interests. This office is required to notify after being established. In this article, Doanh Tri Law Firm will shed light on this issue.

I. Legal Basis

- Law on Commerce 2005;

- Decree No. 07/2016/ND-CP detailed regulations of the establishment of representative offices or branches of foreign traders in Vietnam;

- Circular No. 11/2016/BCT on forms prescribed in Decree No. 07/2016/ND-CP dated January 25, 2016, of the Government on Guidelines for the Law on Commerce in terms of representative offices and branches of foreign traders in Vietnam.

II. General provisions

1. What is Representative Office?

According to the provisions of Clause 6, Article 3 of the Commercial Law 2005, “Representative offices of foreign traders in Vietnam are dependent units of foreign traders, established in accordance with Vietnamese law to learn the market and carry out a number of trade promotion activities permitted by Vietnamese law.”

The main function of a representative office is a liaison office; conduct research activities, provide information, support businesses to access new markets and partners.

2. Requirements for establishing a representative office in Vietnam

- Foreign traders may establish and register their business in accordance with the laws of the countries or territories participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories;

- The foreign trader has come into operation for at least 01 years from the date of establishment or registration;

- The Certificate of Business Registration or the equivalent document is valid for at least 01 more years 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 the establishment of the representative office.

3. The procedure for setting up a representative office

Step 1: Dossiers preparation

Dossiers include:

- Notice of establishment of representative office;

- An application form of License for Establishment of the Representative office;

- 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 the 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 in accordance with provisions of locations of representative offices hereof and related laws.

- 01 notarized copy of valid ID/Citizen ID/Passport of the applicant.

Step 2: Submit the application at the Business Registration Office of the province or city where the representative office is located.

Step 3: Complete the procedure.

Creating representative office’s seal and notifying Tax’s code.

III. Notification of a representative office after the establishment

Why is it necessary to carry out the procedure for announcing the operation of a foreign representative office after being licensed?

After being granted a license to set up a representative office, in order to officially operate, the representative office will have to submit an operation notice to the Department of Industry and Trade - where the representative office license is issued. According to the provisions of Point b, Clause 1, Article 67 of Decree 98/2020/ND-CP, the act of failing to notify will be administratively sanctioned.

Dossier of carrying out procedures for notification of operation of foreign representative offices after being licensed.

- Notice of operation according to the form (submit 02 copies in Vietnamese);

- A copy of the lease agreement for the location of the head office;

- Appointment letter signed by an authorized representative of the parent company;

- Labor contract, curriculum vitae of employees working at Representative Office (representative office);

- A notarized copy of the establishment license of a representative office or branch issued by a competent authority.

- Copy of passport, personal history of foreigners.

Procedures for carrying out procedures for notifying the operator of a foreign representative office after being licensed

- Authorized agencies: Departments of Industry and Trade of provinces and centrally-run cities where traders have headquartered Representative offices;

+ Submit directly to the Department of Industry and Trade to receive documents and handle administrative procedures

+ Submit through the postal system, delivery.

+ Online submission.

The Department of Industry and Trade considers the dossier, if the dossier is complete and valid, the Department of Industry and Trade will directly confirm it in 01 notice of the foreign trader.

The above information is about the ‘Notification of a representative office after establishment.' For more information and advice on this issue, please contact Doanh Tri Law Firm directly via:

Hotline: (+84) 911.233.955 - (024) 6293 8326

Email: contact@luatdoanhtri.vn

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