In the current process of international integration, businesses are tending to develop not only within the territory of a country or an area, but also want to expand branches to many countries and reach out. Around the world. When these enterprises want to open more branches to carry out business activities in different countries, they need to comply with the laws of the host country. For foreign traders carrying out business activities in Vietnam, the establishment of a branch must satisfy all conditions as prescribed by law and each foreign trader is only allowed to establish a maximum of 1 branch within en a province or city directly under the Central Government.
Establishing a branch of a foreign trader?
On January 25, 2016, the Government issued Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam, replacing Decree No. 72 /2006/ND-CP dated July 25, 2006 of the Government detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam. Decree 07/2016/ND-CP took effect from 10/03/2016.
For foreign traders carrying out business activities in Vietnam, the establishment of a branch must satisfy all conditions as prescribed by law and each foreign trader is only allowed to establish a maximum of 1 branch within the territory of Vietnam. en a province or city directly under the Central Government. On January 25, 2016, the Government issued Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam, replacing Decree No. 72 /2006/ND-CP dated July 25, 2006.
Foreign traders may only be granted a branch establishment license when the following conditions are satisfied:
Foreign traders may not be established or registered to trade in accordance with the laws of their countries and territories, participating in international treaties to which Vietnam is a contracting party, or recognized by the laws of these countries and territories. receive;
Traders in neighboring countries have operated for at least 05 years from the date of trademark building or registration;
In case the business registration certificate or paper of equivalent value of the foreign trader in the neighboring country stipulates the operation term, that time limit must be at least 01 year from the date of application submission;
The content of activities of branches of foreign traders must be satisfied with Vietnam’s commitment to open the market in international treaties to which Vietnam is a member and agree with the marketing profession of foreign businessmen.
In case the content of activities of the branch is not preferred with commitments of Vietnam or foreign businessmen not belonging to countries or territories participating in international treaties to which Vietnam is a contracting party, the branding The branch needs to be approved by the Minister of specialized management.
The conditions at Points 4 and 5 above are the preferred new conditions for international treaties to which Vietnam is a signatory after the date of promulgation of the 2005 Commercial Law, these conditions are intended to ensure the establishment. branches of foreign traders must ensure the general conditions according to international commitments to which Vietnam is a member.
A dossier of establishment of a branch of a foreign trader includes:
– An application form for a branch establishment license, 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 an equivalent document of the foreign trader;
– A copy of the audited financial statement or a document certifying the performance of tax or financial obligations in the latest fiscal year or a paper of equivalent value issued by an agency or enterprise with the authority of the place of business. Trade in water, excluding branding, or certify and prove the existence and operation of a business in the neighboring country in the most recent financial year;
– A copy of the branch’s operating charter;
– A notarized copy of the passport or public identification card or citizen identification card of the head of the branch;
Neighboring country traders submit documents directly or by post or trực tuyến (if eligible) to the licensing agency (Ministry of Industry and Trade). Within 03 working days, mentioned from On the date of receipt of the application, the License-Issuing Authority shall evaluate and request additional documents if the application is incomplete or invalid. The request for additional documents is done at most once during the processing of the application.
Term of License for establishment of branches of foreign traders
The foreign trader’s branch establishment license is valid for 5 years but must not exceed the remaining term of the business registration certificate or equivalent document of the foreign trader in case such papers contain deadline regulations.
Conditions for the head of a branch of a foreign trader
- The head of the branch should be responsible to the foreign businessman for his or her activities and that of the branch to the extent authorized by the foreign trader.
The head of the Branch needs to be responsible for his or her own activities in case of carrying out activities outside the scope of the authorization of the water merchant.
- The head of the branch is required to authorize in writing another person to perform the rights and obligations of the head of the branch in accordance with the law when leaving Vietnam. This authorization requires the consent of the foreign trader. The Head of the Branch is still responsible for the exercise of the authorized rights and responsibilities.
- In case the authorization time limit specified at Point 3 above expires, the head of the branch has not returned to Vietnam and has no other authorization, the authorized person with the right to continue to exercise the rights and responsibilities of the head of the branch has not yet returned to Vietnam. Head of the Branch within the authorized scope until the Head of the Branch returns to work at the Branch or until the foreign businessman appoints another person to act as the Head of the Branch.
- In case the head of the branch is not present in Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the head of the branch or is dead, missing, detained or sentenced to prison, If the foreign trader is restricted from losing his/her civil act capacity, the foreign trader must appoint another person to be the head of the branch of the foreign trader.
- The head of a branch of a foreign trader may not concurrently hold the following positions:
Head of Representative Office of another foreign trader;
Head of Representative Office of the same foreign trader;
The legal representative of an economic organization established in accordance with the laws of Vietnam.
Authority to grant branch establishment license
The trader submits the application for the establishment of a branch of a foreign trader in Vietnam at the Ministry of Industry and Trade.
Disclosure of information about the Branch
Within 15 days from the date of issuance, re-issuance, modification, extension and revocation of the branch establishment license, the licensing agency shall publish on its website the following contents:
- Name and address of the branch office;
- Name and address of the head office of the foreign trader;
- Head of Branch;
- Number, date of issue, term of branch establishment license, licensing agency;
- Operational contents of the Branch;
- Date of re-issuance, modification, extension and revocation of the License for Establishment of the Branch.
Note: Documents specified at Point b, Point c, Point d, Point f and Point f (for the case where the passport copy of the head of the branch is a foreigner) must be translated into Vietnamese and authenticated according to the law. provisions of Vietnamese law. Documents specified at Point b must be certified or consularly legalized by Vietnamese diplomatic missions or consular offices in accordance with Vietnamese law.
