Chương III Nghị định 63/2011/NĐ-CP hướng dẫn Luật Trọng tài thương mại: Thành lập, đăng ký, chấm dứt hoạt động, thu hồi giấy phép thành lập, giấy đăng ký hoạt động của chi nhánh, văn phòng đại diện của tổ chức trọng tài nước ngoài tại việt nam

Chapter III

ESTABLISHMENT, REGISTRATION, TERMINATION OF OPERATION, REVOCATION OF ESTABLISHMENT LICENSES AND OPERATION REGISTRATION PAPERS OF VIETNAM-BASED BRANCHES OR REPRESENTATIVE OFFICES OF FOREIGN ARBITRATION INSTITUTIONS

Article 20. Names of branches or representative offices of foreign arbitration institutions

1. Names of branches of foreign arbitration institutions must contain the word “chi nhanh” (branch) and names of foreign arbitration institutions.

2. Names of representative offices of foreign arbitration institutions must contain the phrase “van phong dai dien” and names of foreign arbitration institutions.

3. Names of branches or representative offices of foreign arbitration institutions must be compliant with the provisions on naming in Clauses 1 and 2, Article 6 of this Decree.

Article 21. Grant of licenses for establishment of Vietnam-based branches or representative offices of foreign arbitration institutions

1. Foreign arbitration institutions wishing to establish their branches or representative offices in Vietnam shall send dossiers of application for licenses for branch or representative office establishment to the Ministry of Justice. Within 45 days after receiving a valid dossier and a prescribed fee, the Ministry of Justice shall consider granting a license for establishment of a branch or representative office of a foreign arbitration institution. In case of refusal to grant a license, it shall reply in writing, clearly stating the reason.

A license for establishment of a foreign arbitration institution’s branch or representative office becomes valid on the date of its signing.

2. A dossier for establishment of a branch is a set of the following papers:

a/ An application for a license for branch establishment;

b/ A certified copy of the document proving the lawful establishment of the foreign arbitration institution issued by a foreign competent agency or organization;

c/ A written introduction of operation of the foreign arbitration institution;

d/ A certified copy of the charter of the foreign arbitration institution;

e/ A certified copy of the decision to appoint an arbitrator to act as the head of the branch, who must permanently reside in Vietnam;

f/ A list of expected arbitrators and employees of the branch.

3. A dossier for establishment of a representative office is a set of the following papers:

a/ An application for a license for representative office establishment;

b/ A certified copy of the document proving the lawful establishment of the foreign arbitration institution;

c/ A written introduction of operation of the foreign arbitration institution;

d/ A certified copy of the decision to appoint the head of the representative office;

e/ A list of expected foreign and Vietnamese employees of the representative office.

4. Applications for licenses for establishment of Vietnam-based branches or representative offices of foreign arbitration institutions must be made in Vietnamese. Foreign-language papers enclosed with applications must be translated into Vietnamese and Vietnamese translations must be certified under the Vietnamese law.

Papers issued by foreign agencies or organizations or notarized or certified overseas must be consularly legalized under the Vietnamese law, except cases exempt from consular legalization under treaties to which the Socialist Republic of Vietnam is a contracting party.

Article 22. Registration of operation of Vietnam-based branches, notification of establishment of Vietnam-based representative offices of foreign arbitration institutions

1. Within 60 days after being granted an establishment license, a branch of a foreign arbitration institution shall register its operation with the provincial-level Justice Department of the locality in which it is located.

2. A dossier for operation registration is a set of the following papers:

a/ An application for operation registration;

b/ The original or a certified copy of the document proving the branch office;

c/ A certified copy of the branch establishment license; in case of submission of a copy, the original is required for comparison;

d/ A certified copy of the decision to appoint the branch head.

3. Within 10 working days after receiving a complete and valid dossier and a prescribed fee, the provincial-level Justice Department shall grant an operation registration paper to the branch. The branch may commence its operation on the date it is granted the operation registration paper.

Within 7 working days after granting an operation registration paper to the branch, the provincial-level Justice Department shall send a copy of this paper to the Ministry of Justice.

4. Within 7 working days after being granted an establishment license, a representative office of a foreign arbitration institution shall notify in writing its establishment to the provincial-level Justice Department of the locality in which it is located. A dossier of notification is a set of the following papers:

a/ A notice of representative office establishment;

b/ A certified copy of the representative office establishment license; in case of submission of a copy, the original is required for comparison.

5. Within 30 days after being granted an operation registration paper, a branch of a foreign arbitration institution shall publish its establishment on three consecutive issues of a central daily or a daily of the locality in which the branch has registered its operation.

Article 23. Modification of establishment licenses or operation registration papers of Vietnam-based branches or representative offices of foreign arbitration institutions

1. Vietnam-based branches of foreign arbitration institutions that change their names or fields of operation shall send dossiers of application for change of their names or fields of operation to the Ministry of Justice. A dossier of application for change is a set of the following papers:

a/ An application for modification of the establishment license;

b/ The original establishment license of the branch of the foreign arbitration institution and papers relevant to the modification (if any);

Within 15 working days after receiving a dossier of application for change, the Ministry of Justice shall consider and issue a written approval. In case of disapproval, it shall reply in writing, clearly stating the reason.

2. Within 15 working days after receiving the written approval of the modification of its establishment license, a branch of a foreign arbitration institution shall register the modification with the provincial-level Justice Department of the locality in which it is located. A dossier for registration of modified contents is a set of the following papers:

a/ An application for modification of the operation registration paper;

b/ The original operation registration paper;

c/ A certified copy of the establishment license of the branch of the foreign arbitration institution; in case of submission of a copy, the original is required for comparison.

The provincial-level Justice Department with which the modification is registered shall record modified contents in the operation registration paper of the branch.

3. A branch of a foreign arbitration institution that changes its head or removes its office within a province or centrally run city shall, within 7 working days after deciding on the change, notify the change in writing to the Ministry of Justice and send a dossier of application for registration of the change to the provincial-level Justice Department with which it has registered its operation. A dossier of application for registration of a change is a set of the following papers:

a/ An application for modification of the operation registration paper;

b/ The original operation registration paper;

c/ A certified copy of the establishment license of the branch of the foreign arbitration institution; in case of submission of a copy, the original is required for comparison.

In case of removal of its office to another province or centrally run city, a branch of a foreign arbitration institution shall send a notice to the provincial-level Justice Department with which it has registered its operation and send a dossier for operation registration to the provincial-

level Justice Department of the locality in which its new office is located. Dossiers for registration shall be made according to Article 22 of this Decree.

4. A Vietnam-based representative office of a foreign arbitration institution that changes its head or removes its office within a province or centrally run city shall notify in writing the change, within 7 working days after deciding on it, to the Ministry of Justice and the provincial-level Justice Department of the locality in which its office is located.

In case of removal of its office to another province or centrally run city, a representative office shall send a notice of removal to the provincial-level Justice Departments of the localities in which its old office and new office are located. A dossier of notification to the provincial-level Justice Department of the locality in which the new office is located is a set of the following papers:

a/ A notice of relocation of the representative office;

b/ A certified copy of the representative office establishment office; in case of submission of a copy, the original is required for comparison.

Article 24. Revocation of establishment licenses and operation registration papers of Vietnam-based branches or establishment licenses of Vietnam- based representative offices of foreign arbitration institutions

1. A Vietnam-based branch or representative office of a foreign arbitration institution will have its establishment license or operation registration paper revoked in the following cases:

a/ It repeats a violation for which it has been administratively sanctioned;

b/ It fails to conduct any operations stated in its establishment license in 5 consecutive years after it is granted the establishment license.

2. Any organization or individual that detects a branch or representative office falling into a case subject to establishment license or operation registration paper revocation shall report such to the provincial-level Justice Department of the locality in which this branch or representative office is located. The provincial-level Justice Department shall verify reported information.

Within 7 working days after the provincial-level Justice Department detects a branch or representative office subject to establishment license revocation, it shall request in writing the Ministry of Justice to revoke the establishment license, clearly stating the reason and enclosing documents proving this reason (if any).

3. Within 15 working days after receiving a written request of the provincial-level Justice Department, the Minister of Justice shall issue a decision to revoke the establishment license of the branch or representative office.

4. Within 30 days after the Ministry of Justice issues a decision to revoke its establishment license, a Vietnam-based branch or representative office of a foreign arbitration institution shall return its establishment license to the Ministry of Justice.

5. Within 15 working days after a provincial-level Justice Department that has granted an operation registration paper for a branch of a foreign arbitration institution issues a decision to revoke this paper, the branch shall return its operation registration paper to the provincial-level Justice Department.

Article 25. Termination of operation of Vietnam-based branches or representative offices of foreign arbitration institutions

1. A Vietnam-based branch or representative office of a foreign arbitration institution shall terminate its operation in the following cases:

a/ It is forced to terminate its operation under a decision of the foreign arbitration institution;

b/ The foreign arbitration institution that has established the branch or representative office in Vietnam terminates its operation;

c/ It has its establishment license revoked under Article 24 of this Decree.

2. In case of termination of operation of a branch or representative office under Points a and b, Clause 1 of this Article, at least 30 days before the date of operation termination, the branch or representative office shall notify in writing the operation termination to the Ministry of Justice and the provincial-level Justice Department of the locality in which it is located; and announce the operation termination under Clause 1, Article 16 of this Decree.

Within 15 working days after receiving a notice of termination of operation of a Vietnam-based branch or representative office of a foreign arbitration institution, the Ministry of Justice shall issue a decision on termination of operation of this branch or representative office.

Before operation termination, Vietnam-based branches or representative offices of foreign arbitration institutions shall fully pay their debts, liquidate labor contracts, completely settle cases they have accepted (for branches), unless otherwise agreed upon, and return their licenses to the Ministry of Justice, their operation registration papers to provincial-level Justice Departments and their seals to agencies competent to grant and register the use of these seals.

3. In case a branch or representative office has its establishment license revoked, it shall announce the operation termination under Clause 1, Article 16 of this Decree, fully pay its debts, liquidate labor contracts, and completely settle cases it has accepted (for branches), unless otherwise agreed upon.

Within 60 days after a decision of the Ministry of Justice on operation termination or a decision on sanctioning of an administrative violation subject to license revocation takes effect, a branch or representative office shall complete the above procedures and send a written report on its operation termination to the Ministry of Justice and the provincial-level Justice Department of the locality in which it is located, and return its seal to the competent agency that has granted it.