Chương 2 Nghị định 100/2011/NĐ-CP quy định về thành lập và hoạt động văn phòng đại diện của tổ chức xúc tiến thương mại nước ngoài tại Việt Nam : Thành lập, hoạt động của văn phòng đại diện

Chapter II

ESTABLISHMENT AND OPERATION OF REPRESENTATIVE OFFICES

Article 4. Establishment of representative offices

1. A foreign trade promotion organization wishing to carry out trade promotion-related activities in Vietnam shall set up a representative office under this Decree.

A foreign trade promotion organization may establish no more than one (1) representative office in one province or centrally run city.

A representative office is a subsidiary of a foreign trade promotion organization. Establishment of a representative office under a representative office is prohibited.

4. Establishment of a representative office must be registered with a competent licensing agency defined in this Decree (below referred to as licensing agency).

Article 5. Conditions for establishing representative offices

A foreign trade promotion organization may be considered for being licensed to establish a representative office in Vietnam when meeting the following conditions:

1. Being an organization established under foreign laws.

2. Having a charter and operation principles and objectives for its representative office which are in accordance with Vietnamese law.

Article 6. Organization of representative offices

1. The organizational structure and chief of a representative office shall be determined by the foreign trade promotion organization itself and registered with the licensing agency.

2. The recruitment and appointment of foreigners to work at a representative office must comply with Vietnamese law and Vietnam's commitments in treaties to which Vietnam is a contracting party.

Article 7. Contents of operation of representative offices

1. A representative office may carry out trade promotion-related activities, including:

a/ Acting as a liaison office;

b/ Carrying out activities to step up trade promotion from abroad into Vietnam and vice versa; supporting foreign enterprises to enter and operate in the Vietnamese market; researching and providing economic, commercial and market information to foreign business organizations; boosting foreign trade/cross-border trade with Vietnam and activities to link trade ties between overseas enterprises and enterprises in Vietnam;

c/ Coordinating with Vietnamese agencies and organizations with the trade promotion function in carrying out trade promotion-related activities;

d/ Other trade promotion activities as provided by law.

2. Representative offices may not carry out profit-making activities directly in Vietnam.

Article 8. Notification of operation of representative offices

1. Within 45 days after being granted or re-granted an establishment license or having it modified, supplemented or extended, a representative office shall publish the following contents in a print or online newspaper licensed for circulation in Vietnam for three consecutive issues:

a/ Its name and address;

b/ Name and address of the head office of the foreign trade promotion organization;

c/ Its chief;

d/ Number, date of issue and term of its establishment license, licensing agency;

e/ Contents of its operation.

2. Within the time limit specified in Clause 1 of this Article, a representative office shall commence its official operation and notify the licensing agency, provincial-level People's Committee and Industry and Trade Department of the locality where it is based of the commencement of operation at the registered office.

Article 9. Opening of accounts

1. A representative office may open an account for foreign-currency expenditures and an account for expenditures in Vietnam dong of foreign-currency origin at a bank licensed to operate in Vietnam, and may only use these accounts for its activities.

2. The opening, use and closing of accounts of a representative office must comply with regulations of the State Bank of Vietnam.

Article 10. Operation reports

1. Annually, before the last working day of January, a representative office shall send a written report on its operation in the preceding year to the licensing agency.

2. A representative office shall make financial statements and statistical reports according to Vietnamese law.

3. In case of necessity or as required by Vietnamese law, a representative office shall report and provide documents or explain about matters related to its activities at the request of competent agencies specified in Article 3 of this Decree.

Article 11. Rights and obligations of representative offices and their chiefs

A representative office and its chief may exercise the following rights and shall fulfill the following obligations:

1. To operate strictly according to the content and scope of operation stipulated in the representative office establishment license.

2. To rent a working office and recruit employees for the representative office according to current Vietnamese taws.

3. To register and use a seal of the representative office according to current Vietnamese laws.

4. A representative office may neither act as representative for another trade promotion organization nor sub-lease its working office.

5. The chief of a representative office may not concurrently act as chief of a representative office of another foreign trader or organization in Vietnam.

6. Foreigners working at a representative office must have work permits as provided by Vietnamese law.

Article 12. Termination of operation of representative offices

1. A representative office shall terminate its operation in the following cases:

a/ It is so proposed by the foreign trade promotion organization and approved by the licensing agency;

b/ The foreign trade promotion organization terminates its operation under the law of the country where such organization is established;

c/ The term of operation indicated in the representative office establishment license expires but the foreign trade promotion organization makes no request for extension;

d/ The term of operation indicated in the representative office establishment license expires but the licensing agency disapproves its extension;

e/ The representative office establishment license is revoked under Clause 2, Article 23 of this Decree.

2. At least 30 days before the expected date of termination of operation of its representative office stipulated at Point a, b or c, Clause 1 of this Article, a foreign trade promotion organization shall send a notice of termination of operation to the licensing agency, creditors and employees of the representative office and other persons with related lights, obligations and interests. This notice must clearly state the expected time of termination of operation of the representative office and be publicly displayed at the working office of the representative office and published on a print or electronic newspaper permitted for circulation in Vietnam for three consecutive issues.

3. Within 15 days after the date of issuance of the decision on disapproving the extension of a representative office establishment license or revoking a license as stipulated at Point d or e, Clause 1 of this Article, the licensing agency shall announce on a print or electronic newspaper permitted for circulation in Vietnam for three consecutive issues the termination of operation of the representative office, clearly stating the time of termination.

4. Within 15 days after a foreign trade promotion organization and its representative office fulfill all obligations specified in Clause 2 or 3, Article 13 of this Decree, the licensing agency shall delete the name of the representative office in the registration book.

5. Within 15 days after the date of deletion of the name of a representative office, the licensing agency shall notify the termination of operation of the representative office to the provincial-level People's Committee and Industry and Trade Department, tax agency, statistics office and public security office of the locality where the representative office is based.

Article 13. Obligations of foreign trade promotion organizations toward their representative offices

1. A foreign trade promotion organization shall take responsibility before Vietnamese law for all activities of its representative office in Vietnam. If carrying out activities beyond the authorized scope of a representative office, its chief shall take responsibility for his/her own and his/her representative office's activities under Vietnamese law.

2. At least 15 days before a representative office terminates operation under Point a, b or c, Clause 1, Article 12 of this Decree, a foreign trade promotion organization and its representative office shall pay all debts and other liabilities to the State and related organizations and individuals under law.

3. Within 60 days after the dale of termination of operation of a representative office under Point d or e, Clause 1, Article 12 of this Decree, a foreign trade promotion organization shall pay all debts and other liabilities to the State and related organizations and individuals under law.