Your business is a foreign company that expands its operations to promote its experience to new markets. You want to open a representative office of the company in Vietnam but are worried about legal issues. The article below, Van Law would like to send to you to read about the conditions, dossiers, the order of establishing a representative office of a foreign company in Vietnam.

Establishment Of A Foreign Company Branch In Vietnam

The representative office of foreign traders in Vietnam is a dependent unit of foreign traders, established in accordance with Vietnamese law to explore the market and carry out a number of trade promotion activities permitted by Vietnamese law.

The procedure of opening a representative office of a foreign company

Step 1: The foreign trader submits a set of documents to the licensing agency. Can be submitted in person, by post or online.

Step 2: Register the seal form at the competent authority managing the mark sample.

Step 3: Register for tax identification number

In order to establish an external trader’s local office in Vietnam, what conditions should be met?

Foreign traders wishing to establish representative offices in Vietnam must meet the following conditions:

– Foreign traders shall be established and registered for business in accordance with the laws of the countries and territories participating in international treaties to which Vietnam is a member or recognized by the laws of these countries and territories.

–    Foreign traders who have been operating for at least 01 year, from the date of establishment or registration

–  If the business registration paper or papers of equivalent value of the foreign trader have stipulated the duration of operation, the time limit must be at least 01 year from the date of submission of the application.

– The content of the representative office’s activities must be in line with Vietnam’s commitments in international treaties to which Vietnam is a member.

– In case the contents of the activities are inconsistent with the commitments of Vietnam or foreign traders who are not part of the country or territory participating in the international treaties to which Vietnam is a member, the establishment of the representative office must be approved by the Minister of Specialized Management.

Establishment Of Representative Offices For Foreign Traders In Vietnam

In order to be granted a representative office license of foreign traders in Vietnam, what documents should be prepared?

  • Application for a license to establish a representative office according to form MD1 Circular 11/2016/TT-BCT

– Copies of business registration papers or papers of equivalent value of foreign traders, which must be translated into Vietnamese and certified in accordance with Vietnamese law

–  Documents of foreign traders appointing/appointing the head of the representative office: must be translated into Vietnamese and certified in accordance with Vietnamese law.

– Copies of audited financial statements or documents confirming the performance of tax or financial obligations in the most recent fiscal year or papers of equivalent value issued or certified by competent agencies or organizations where foreign traders are established or certified: must be translated into Vietnamese and certified in accordance with Vietnamese law

–   Legal papers of the head of the representative office: must be translated into Vietnamese and certified in accordance with the provisions of Vietnamese law

– Documents on the expected location of the representative office include:

+ A copy of the minutes of the agreement on the lease of the place or a copy of documents proving that the trader has the right to exploit and use the place to locate the representative office;

+ Copy of documents on the expected location of representative office headquarters

Note: For copies of business registration certificates of foreign traders, they must be certified or consular legalized by diplomatic missions or consular offices of Vietnam in accordance with Vietnamese law..

Time for Opening representative Offices of foreign companies

The duration of implementation is from 7-10 working days, of which

– Within 3 working days, from the date of receipt of sufficient dossiers if the dossier is incomplete, valid licensing agency will require additional amendments

–   Within 7 working days from the date of receipt of the full dossier, the licensing authority will decide whether to grant or not to issue a license.

-In case of having to seek comments, the licensing agency shall send a written request to the specialized management ministry within 3 days from the date of receipt of the complete dossier. Within 05 days the ministry must give an opinion. Within 05 days from the date of receipt of the notice, the licensing agency shall issue or not issue a license to establish an office representing foreign traders.

Authority issue representative office license of foreign company?

–   Departments of industry and trade of provinces and centrally run cities where traders are expected to be located are representative offices.

–   Management boards of industrial parks, export processing zones and hi-tech parks shall issue licenses to establish representative offices based in industrial parks, export processing zones, economic zones and hi-tech parks.

How long does the license to establish a representative office last?

The license to establish a representative office has a term of 05 years. In case the business registration certificate or legal papers of the foreign trader have provisions on the duration, the duration of the license for establishment of the representative office shall not exceed the remaining time limit stated in the business registration paper.

Legal basis:

–  Commercial Law 2005

–  Decree 07/2016/NĐ-CP  detailing trade law on representative offices and branches of foreign traders in Vietnam

–  Circular 11/2016/TT-BCT on regulations on implementation forms Decree 07/2016/NĐ-CP

The source: https://thuvienphapluat.vn

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