Nghị định 48/1999/NĐ-CP quy định Văn phòng đại diện, Chi nhánh của thương nhân và của doanh nghiệp du lịch Việt Nam ở trong nước, ở nước ngoài

DECREE

PRESCRIBING DOMESTIC AND OVERSEAS REPRESENTATIVE OFFICES AND BRANCHES OF VIETNAMESE TRADERS AND TOURIST ENTERPRISES

THE GOVERNMENT

Pursuant to the September 30, 1992 Law on Organization of the Government;
Pursuant to the May 10, 1997 Commercial Law;
Pursuant to the February 8, 1999 Ordinance on Tourism;
At the proposals of the Minister of Trade and the General Director of Tourism,

DECREES:

Chapter I

GENERAL PROVISIONS

Article 1.- Scope of regulation

This Decree prescribes domestic and overseas representative offices and branches of Vietnamese traders (as prescribed by the Commercial Law) and Vietnamese tourist enterprises (as prescribed by the Ordinance on Tourism), which shall be hereafter referred to as representative offices and branches for short. Vietnamese traders and Vietnamese tourist enterprises shall be hereafter collectively referred to as traders.

Article 2.- Representative offices and branches

1. Representative offices are traders’ dependent units set up at home or abroad for commercial or tourist promotion, but not allowed to conduct commercial or tourist business activities directly yielding profits.

2. Branches are traders’ dependent units set up at home or abroad to conduct commercial or tourist business activities.

3. Overseas representative offices and branches shall not be attached to the representations of the Socialist Republic of Vietnam in the host foreign countries, but shall have to report their operations to the heads of such missions.

4. Each trader may set up one or several domestic and/or overseas representative offices and/or branches. The head of a representative office may concurrently act as head of another representative office, while a branch’s head shall not be allowed to concurrently act as the head of another branch or a representative office.

Article 3.- The State management over operations of representative offices and branches

1. The Ministry of Trade shall have to exercise the State management over all operations of representative offices and branches of traders under the provisions of the Commercial Law.

2. The General Department of Tourism shall have to exercise the State management over all operations of tourist representative offices and branches.

3. The ministries, the ministerial-level agencies and the agencies attached to the Government shall have to coordinate with the Ministry of Trade, the General Department of Tourism and the People’s Committees of the provinces and centrally-run cities where the traders are headquartered in exercising the State management over operations of such traders’ overseas representative offices and branches under their respective management.

4. The People’s Committees of the provinces and centrally-run cities shall exercise the State management over operations of representative offices and branches located in their respective localities.

Chapter II

THE SETTING UP OF REPRESENTATIVE OFFICES AND BRANCHES

Article 4.- The conditions for setting up representative offices and branches

Traders being enterprises of all economic sectors, established according to law and wishing to set up their domestic and/or overseas representative offices and branches may establish them according to provisions of this Decree.

For tourist enterprises, only those engaged in international tour business shall be entitled to set up overseas representative offices and/or branches.

Article 5.- Agencies registering the establishment of representative offices and branches

1. The Trade Services of the provinces and centrally-run cities where representative offices and/or branches are to be located shall have to register the establishment of domestic representative offices and/or branches, excluding representative offices and/or branches of tourist enterprises.

The Tourist Departments of the provinces and centrally-run cities where representative offices and/or branches are to be located shall have to register the establishment of domestic representative offices and/or branches of tourist enterprises.

2. The Trade Services of the provinces and centrally-run cities where the traders are headquartered shall have to register the establishment of overseas representative offices and/or branches, excluding those of tourist enterprises.

The Tourist Departments of the provinces and centrally-run cities where tourist enterprises are headquartered shall have to register the establishment of overseas representative offices and/or branches of such tourist enterprises.

3. In localities where exist Trade Services and Tourist Departments, such Services and Departments shall have to perform the tasks prescribed in Clauses 1 and 2 of this Article.

Article 6.- The procedures for registration of the establishment of domestic representative offices and branches

1. Traders registering to set up domestic representative offices and/or branches shall send to the registration office defined in Clauses 1 and 3, Article 5 of this Decree, a dossier set comprising:

a) An application for registering the establishment of a domestic representative office or branch, clearly stating the trader’s name and address, the purpose of establishment, the operation contents, the estimated time for establishment and the planned location of the representative office or branch.

b) The notarized copy of the trader’s business registration certificate.

2. Within 15 days after receiving the complete and valid dossier of the trader, the registration office shall have to issue to the trader one original of the certificate of registration of the establishment of the domestic representative office or branch, and at the same time send copies thereof to the Finance Service of the province or centrally-run city where such representative office or branch is located and the Ministry of Trade or the General Department of Tourism (for representative offices and/or branches of tourist enterprises).

In cases where the traders’ applications are rejected, the registration office shall have to notify in writing such traders of the reasons therefor within the time limit prescribed in this Clause.

Article 7.- The procedures for registering the establishment of overseas representative offices and branches

1. Traders registering to set up their overseas representative offices and/or branches shall send to the registration office defined in Clauses 2 and 3, Article 5 of this Decree a dossier set comprising:

a) An application for registering the establishment of an overseas representative office or branch, clearly stating the trader’s name and address, the purpose of establishment, the operation contents, the estimated time of establishment and the planned location of the representative office or branch.

b) The notarized copy of the trader’s business registration certificate.

c) For traders being State enterprises, in addition to the documents specified in Points a and b of this Clause, they must also send to the registration office the written approval of the ministry, central-level branch managing agency or provincial/municipal People’s Committee directly managing them.

d) For tourist enterprises of all economic sectors, besides the documents specified in Points a and b of this Clause, they must also send to the registration office the written approval of the General Department of Tourism.

2. Within 15 days after receiving the complete and valid dossier, the registration office shall have to issue to the trader one original of the certificate of registration of the establishment of its overseas representative office or branch, and send copies thereof to the Finance Service of the province or centrally-run city where the trader is headquartered and the Ministry of Trade or the General Department of Tourism (for representative offices and/or branches of tourist enterprises).

In cases where the traders’ applications are rejected, the registration office shall have to notify in writing such traders of the reasons therefor within the time limit prescribed in this Clause.

Article 8.- Reporting the setting up of overseas representative offices and branches

1. Traders that are granted certificates of registration of the establishment of their overseas representative offices and/or branches shall have to report to the registration office on whether such representative offices and/or branches have been set up or not according to the granted certificates of establishment registration within 60 days after such certificates are granted, and report to the representation missions of the Socialist Republic of Vietnam in the host foreign countries on the setting up of representative offices and/or branches there within 60 days after such host countries permit the setting up of representative offices and/or branches.

2. If past 60 days after being granted registration certificates, the traders still fail to set up their representative offices and/or branches, they shall have to report in writing to the registration office on reasons therefor. If past 60 days after the receipt of the report on the reasons for traders’ failure to set up their representative offices and/or branches, such traders still fail to do so, the registration office shall issue revocation decisions and directly withdraw granted registration certificates.

Chapter III

THE RESPONSIBILITIES OF TRADERS AND THEIR REPRESENTATIVE OFFICES AND/OR BRANCHES

Article 9.- The responsibilities of traders:

1. Traders that have domestic representative offices and/or branches shall be held responsible before law for the operations of their respective representative offices and/or branches; and annually report in writing to the registration office on operations of their representative offices and/or branches.

2. Traders having overseas representative offices and/or branches shall have to:

a) Abide by Vietnamese laws and the host countries’ laws; take responsibility before the Vietnamese law for the operations of their respective overseas representative offices and/or branches.

b) Refrain from authorizing officials or employees of representation missions of the Socialist Republic of Vietnam in foreign countries to exercise rights and perform obligations of representative offices or branches in any forms.

c) When transferring foreign currency(ies) to overseas representative offices and branches, to comply with the current regulations on foreign exchange management.

d) Annually report in writing to the registration office on the operations of their respective representative offices and/or branches.

Article 10.- The responsibilities of representative offices and branches

1. Domestic representative offices and branches shall have to abide by the provisions of law, and be answerable to their parent traders for all their operations.

2. Overseas representative offices and branches shall have to abide by the Vietnamese law and the host countries’ laws, and be answerable to their parent traders for all their operations.

Chapter IV

TERMINATION OF OPERATION OF REPRESENTATIVE OFFICES AND BRANCHES AND HANDLING OF VIOLATIONS

Article 11.- Termination of operation of representative offices and branches

A representative office or branch shall terminate its operation in the following cases:

1. At the request of the trader that has set up such representative office or branch;

2. The trader is declared bankrupt or dissolved;

3. Such representative office or branch is compelled to terminate its operation due to its violations of Vietnamese laws or the host country’s laws.

Article 12.- The procedures for terminating operation of representative offices and branches

For cases specified in Article 11 of this Decree, the procedures for terminating operations of representative offices and branches shall be as follows:

1. Reporting on the situation:

a) In cases where they themselves propose the operation termination, the concerned traders shall have to report to the registration office thereon at least 15 days before the planned date for terminating the operations of their representative offices and/or branches.

b) In cases where a trader is dissolved or declared bankrupt, the agency responsible for announcing the decision on dissolution or declaring bankruptcy of such trader shall have to notify the registration office thereof within 15 days after the bankruptcy is declared or the dissolution decision is issued.

c) In cases where their representative offices and/or branches are compelled to terminate operation, the concerned traders shall have to report to the registration office thereon within 15 days after such representative offices and/or branches are compelled to terminate their operations.

2. Within 15 days after receiving the traders’ reports or notices of the responsible agency(ies), the registration office shall issue revocation decisions and directly withdraw the already granted certificates of registration of the establishment of such representative offices and/or branches. Such written decisions shall be sent to the concerned traders, and at the same time to the Finance Services and the State Bank branches of the provinces and centrally-run cities where the representative offices and/or branches are located (for domestic representative offices and branches) or where the parent traders are headquartered (for overseas representative offices and branches), as well as to the Ministry of Trade and the ministries, the central-level branch-managing agencies or the provincial/municipal People’s Committees that directly manage such traders for handling of relevant matters.

Article 13.- Handling of violations

Heads of representative offices, heads of branches and people working in such representative offices and branches who breach laws shall, depending the seriousness of their breaches, be handled according to provisions of law.

Chapter V

IMPLEMENTATION PROVISIONS

Article 14.- Implementation effect

1. This Decree takes effect 30 days after its signing. The Government’s Decree No.40/CP of May 19, 1994 promulgating the Regulation on setting up of overseas representative offices of Vietnamese traders is now annulled.

2. The Ministry of Trade shall assume the prime responsibility and coordinate with the General Department of Tourism and the concerned agencies in guiding the implementation of this Decree.

3. The ministers, the heads of the ministerial-level agencies, the heads of the agencies attached to the Government, the presidents of the People’s Committees of the provinces and centrally-run cities and traders having representative offices and/or branches shall have to implement this Decree.