Chương I Nghị định 35/2006/NĐ-CP hoạt động nhượng quyền thương mại hướng dẫn Luật Thương mại: Quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree details the provisions of the Commercial Law 2005 on franchising in the territory of the Socialist Republic of Vietnam.

Article 2. Subjects of application

1. This Decree applies to Vietnamese traders and foreign traders involved in franchising.

2. Foreign-invested enterprises engaged in goods purchase and sale and activities directly related to goods purchase and sale, apart from the provisions of Article 7 of this Decree, shall only be allowed to conduct franchising for goods items of which they are licensed to provide services of distribution according to Vietnam's international commitments.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. ''Franchisor" means a trader that grants commercial rights, including also the secondary franchisor in relation to the secondary franchisee.

2. "Franchisee" means a trader that receives commercial rights, including also the secondary franchisee in relation to the secondary franchisor.

3. ''Secondary franchisor means a trader that is entitled to sub-franchise commercial rights it has received from the primary franchisor to the secondary franchisee.

4. ''Primary franchisee" means a trader that receives commercial rights from the primary franchisor. The primary franchisee shall be the secondary franchisor defined in Clause 3 of this Article in relation to the secondary franchisee.

5. ''Secondary franchisee" means a trader that receives commercial rights from the secondary franchisor.

6. ''Commercial rights" include one, several or all the following rights:

a) Right granted to the franchisee by the franchisor that also requests the franchisee to undertake by itself the business of supplying goods or providing services within a system set up by the franchisor and associated with the franchisor's trademark, trade name, business slogan, business and advertising logo;

b) Common commercial right granted by the franchisor to the primary franchisee.

c) Right sub-granted by the secondary franchisor to the secondary franchisee under the common franchising contract.

d) Commercial right granted by the franchisor to the franchisee under the commercial right development contract.

7. ''Business by mode of franchising" means business activities conducted by the franchisee under the franchising contract.

8. ''Commercial right development contract" means a franchising contract whereby the franchisor grants the franchisee the right to set up more than one establishment to do business by mode of franchising in a specified geographical area.

9. ''Common commercial right" means the right granted by the franchisor to the secondary franchisee, permitting the latter to sub-grant commercial rights to secondary franchisees that are not permitted to further grant such common commercial right.

10. ''Secondary franchising contract" means a franchising contract signed between the secondary franchisor and the secondary franchisee regarding common commercial rights.

Article 4. Powers to perform the state management of franchising

1. The Ministry of Trade shall be answerable to the Government for performing the function of state management of franchising nationwide and have the following duties and powers:

a) To perform the unified professional management and provide guidance for realization of policies and provisions of law on franchising; to organize the registration of franchising;

b) To assume the prime responsibility for, and coordinate with ministries, ministerial-level agencies, Government-attached agencies and provincial/municipal People's Committees in, inspecting, controlling, assessing and reporting to competent superior authorities on franchising;

c) To propose to the Government for promulgation or promulgate according to its competence or propose amendments and supplements to legal documents on franchising.

2. The Ministry of Finance shall, within the ambit of its duties and powers, have to guide the tax regime applicable to franchising and the fee for registration of franchising.

3. Ministries, ministerial-level agencies and Government-attached agencies shall perform the state management of franchising within the ambit of their respective tasks and powers.

4. Provincial/municipal People's Committees shall have responsibilities:

a) To perform according to their competence the state management of franchising;

b) To direct provincial/municipal Trade Services and Tourism Services in organizing the registration of franchising according to their competence, periodically inspecting, controlling and reporting to the Ministry of Trade on franchising in their respective localities.