Chương 2 Nghị định 72/2006/NĐ-CP: Cấp, cấp lại, sửa đổi, bổ sung, gia hạn giấy phép thành lập văn phòng đại diện, chi nhánh

Chapter II:

ISSUANCE, RE-ISSUANCE, MODIFICATION, SUPPLEMENT AND RENEWAL OF LICENCE FOR ESTABLISHMENT OF REPRESENTATIVE OFFICES, BRANCHES.

Article 4: Conditions on issuance of Licence for establishment of representative offices, branches

1. Foreign businesses are to be granted Licence for establishment of representative offices, branches in Vietnam if they meet the following conditions:

a. Being recognized as legal business by countries or territories (jointly known as countries) of business registration;

b. Having operated for no less than 01 year since legal establishment or valid business registration in the countries of origin;

2. Foreign businesses are to be granted Licence for establishment of branches in Vietnam if they meet the following conditions:

a. Being recognized as legal businesses by countries or territories (jointly known as countries) of business registration;

b. Having operated for no less than 05 years since legal establishment or valid business registration in the countries of origin;

3. Licence for establishment of representative offices, branches expire in five years but no more than expirition date of business registration or equal documents of foreign businesses in case foreign legislation establishes such a date.

Article 5: Application dossier for Licence for establishment of representative offices, branches

1. Application dossier for Licence for establishment of representative office includes:

a. Application for establishment of representative office in accordance with forms issued by the Ministry of Trade. The Application must be signed by legal representative of the foreign business;

b. Copy of the business entity’s Registration Certificate or other alternative documents certified by competent agencies of the country where the business is established. If the Business Registration Certificate or alternative documents have expiry date for business entity’s operation, the remaining time must be at least one year;

c. Audited financial reports or other alternative documents proving real existence and operation of the foreign business in the latest fiscal year;

d. Copy of Corporate Charter, applied to those which are economic organizations.

2. Application dossier for Licence for establishment of branch includes:

a. Application for establishment of branch in accordance with forms issued by the Ministry of Trade. The Application must be signed by legal representative of the foreign business;

b. Copy Corporate Charter of the branch, specifying scope of authorization of the branch’s head;

c. Copy of the Business Registration Certificate or other alternative documnets certified by competent agencies of the country where the business was established. If the Business Registration Certificate or alternative documents have an expiry date , the remaining time must be at least three years;

d. Audited financial reports or other alternative papers proving real existence and operation of the foreign business in the latest fiscal year;

3. Documents as mentioned in sub-Articles 1b, 1c, and Sub-Aritle 2b, 2c and 2d must be translated into Vietnamese, certified by the overseas diplomatic representative office in Vietnam and legalized in accordance withVietnamese laws.

Article 6: Rejection to grante Licence for establishment of representative offices, branches:

The agencies in charge of granting Licenses for establishment of representative offices, branches shall not grant the Licence for to foreign businesses in the following cases:

1. Foreign business does not meet conditions as specified in sub-Articles 1 and 2, and Article 4 of the Decree.

2. Foreign business trades in goods and services that are included in the List of prohibited goods and services under Vietnamese laws.

3. Foreign business applying for Licence for establishment of representative offices, branches within two years since revocation of Licence for establishment of representative office, branch in Vietnam in accordance sub-Article 2, Article 28 of the Decree.

4. There are evidences that establishment of the representative offices, branches is harmful to people’ health, national defense, security, social order, historic traditions, culture and ethics and other customs of Vietnam or brings damages to natural resources and the environment.

5. The application dossier is invalid and not supplemented with required documents to complete the dossier as required by the relevant License granting agency.

6. Other cases in accordance with the laws.

Article 7: Time lines for license granting process.

1. Foreign business presents application dossier for establishment of representative office, branch to the agency in charge of licencing as specified in Article 3 of the Decree.

2. For representative office, within 15 days since presentation of valid application dossier, local Department of Trade completes the appraisal process and grants Licence, along with sending a copy of the Licence to the Ministry of Trade, People’s Committee of province or City under Center (jointly known as provincial People’s Committee), taxation agencies, statistics authorities and Police dapartment at Provincial level, where the representative office is located.

3. For representative branch, within 15 days since presentation of valid application dossier, the Ministry of Trade finishes the appraisal process and grants Licence, along with sending a copy of the Licence to People’s Committees of province or city under Center (jointly known as provincial People’s Committee), taxation authorities, statistics authorities and Police dapartment at Provincial level, where the representative office is located.

4. If application dossier is not completed, within 03 office days the license granting agency shall inform the applicant in writing about the necessary supplements.

5. Time lines as specified in sub-Articles 2 and 3 above do not include time for foreign businesses to modify and supplement to application dossier for the Licence.

6. If a Licence for establishment of representative office, branch is not granted after the deadline as specified in sub-Articles 2 and 3 above, the competent agency shall inform the applicants about the reasons for not doing so.

Article 8: Report on operation of representative office, branch

1. Within 45 days since license granting date, representative office and branch shall have the following contents posted on 03 consecutive issues of newspapers or webistes, legally published in Vietnam:

a. Name, address of representative office, branch;

b. Name, address of foreign business;

c. Name of person leading representative office, branch;

d. Number, date of issuance, expiry date and issuance agency of Licence of establishment of representative office, branch;

e. Operation fields of representative office, branch.

2. Within the period of time as specified in Article 1 above, representative office shall officially come into operation at registered place and report to provincial Department of Trade on opening of the office/branch .

3. Within the period of time as specified in Article 1 above, branch shall officially come into operation at registered place and report that to the Ministry of Trade and provincial Department of Trade.

Article 9: Establishment of management board of representative office, branch

1. Establishment of management board and leader apparatus of representative office, branch is decided by foreign business.

2. Quantity of staff employed at representative office, branch shall be according to Vietnamese labour legislation and international agreements that Vietnam is a member to.

Article 10: Modifications, supplements to Licence for establishment of representative office, branch

1. In the following cases, foreign business shall proceed for modifications, supplements to Licence for establishment of representative office, branch at competent agency within 10 days, since the date of change):

a. Head of representative office, branch is changed;

b. Address of foreign business is changed within country of its establishment or business registration;

c. Address of representative office, branch is changed within a province or city under Centre ;

d. Address of representative office, branch in Vietnam is changed;

đ. Name or operation fields of representative office, branch in Vietnam is changed.

2. Application dossier for modifications and supplements to Licence for establishment of representative office, branch includes:

a. Application for modifications, supplements to Licence for establishment of representative office, branch pursuant to form issued by the Ministry of Trade, signed by authorized person of foreign business;

b. Original Licence for establishment of representative office, branch.

3. Within 10 days since receipt of valid application dossier, licencing agency shall modify, supplement the Licence and sent a copy of the changed Licence to agencies said in Articles 2 and 3, Article 7.

Article 11: Re-issuance of Licence for establishment of representative office, branch

1. In the following cases, foreign business shall have to apply for re-issuance of Licence for establishment of its representative office, branch to competent agency within 15 days since the day of change:

a. Address of representative office is changed from one province/city under direct central management to another;

b. Name or place of establishment of foreign business is changed from one country to another;

c. Operation fields of foreign business is are changed.

2. If Licence for establishment of representative office, branch is lost, damaged or destroyed, foreign business shall proceed for re-issuance at competent agency right after the event occurred.

Article 12: Application dossier for re-issuance of Licence for establishment of representative office, branch

1. Application dossier for re-issuance of Licence for establishment of representative office in the case said in sub-Article 1.a, Article 11 includes:

a. Application for re-issuance of Licence for establishment of representative office pursuant to form issued by the Ministry of Trade and signed by authorized representative of foreign business;

b. Issuance agency’s certification on deletion of registration of representative office at the previous locality;

c. Certified true copy of Licence for establishment of representative office.

2. Application dossier for re-issuance of Licence for establishment of representative office, branch in the case said in sub-Article 1.b, Article 11 includes:

a. Application for re-issuance of Licence for establishment of representative office, branch pursuant to form issued by the Ministry of Trade and signed by authorized representative of foreign business;

b. Copy of Business Registration Certificate or alternative papers of foreign business, which is certified by competent agency at the business’s place of establishment or business registration. These papers must be translated into Vietnamese, certified by Vietnamese diplomatic representative office agency overseas and consularly legalized in compliance with Vietnam’s relevant laws.

c. Original Licence for establishment of representative office, branch.

3. Application dossier for establishment of representative office, branch in the case said in Article 2, Article 11 includes:

a. Application for re-issuance of representative office, branch pursuant to form issued by the Ministry of Trade, signed by authorized representative of foreign business;

b. Original Licence for establishment of representative office, branch or its copy (if any).

Article 13: Formalities for re-issuance of Licence for establishment of representative offices, branches

1. If address of representative office is changed as said in sub-Article 1a, Article 11, foreign business shall follow formalities to end operation of representative office at the current address and apply for re-issuance Licence for establishment of representative office to provincial Department of Trade of the new location.

Within 05 office days since receipt of proposal for change of address to another province/city under direct central management, provincial Department of Trade of current location shall certify in written on deletion of registration of representative office at the locality.

Within 05 office days since receipt of foreign business’s valid application dossier as said in Article 1, Article 12, provincial Department of Trade of the new location shall re-issue Licence with validity period not exceeding the remaining validity time of previous Licence of representative office and report this to agencies as said in Article 2, Article 7.

2. Within 10 days since receipt of valid dossier from foreign business pursuant to Articles 2 and 3, Article 12, licencing agency shall re-issue Licence with validity period not exceeding the remaining validity time of previous Licence for establishment of representative office, branch and report that to agencies as said in Articles 2 and 3, Article 7.

Article 14: Renewal of Licence for establishment of representative office, branch

1. Foreign business get renewal for Licence for establishment of representative office, branch if meeting the following conditions:

a. Wanting to further operate in Vietnam in the form of representative office, branch;

b. Foreign business is operating in accordance with the law of country of establishment or business registration.

c. Having no records of violations of Vietnam’s laws on operation of representative office, branch.

2. Application dossier for renewal of Licence for establishment of representative office, branch includes:

a. Application for renewal of Licence for establishment of representative office, branch pursuant to form issued by the Ministry of Trade and signed by authorized representative of foreign business;

b. Audited financial report or alternative papers to prove real existence and operation of foreign business in latest fiscal year. Papers said in this sub-Article must be translated into Vietnamese, certified by Vietnamese diplomatic representative agencies overseas and consularly legalized in accordance with Vietnam’s laws.

c. Report on operation of representative office, branch until the point of time of applying for renewal for Licence for establishment of representative office, branch.

d. Original Licence for establishment of representative office, branch.

3. At least 30 days before expiry of Licence for establishment of representative office, branch, foreign business has apply for renewal.

4. Time for competent agency to renew Licence for establishment of representative office, branch is as time for issuance of Licence for establishment of representative office, branch pursuant to Article 7.

5. If competent agency does not renew Licence for establishment of representative office, branch before the deadline as specified in Article 7, it shall inform in written to foreign business reason for no renewal.

6. Competent agency in charge of issuing Licence for establishment of representative office, branch shall report to agencies as said in Articles 2 and 3, Article 7 on whether Licence is renewed or not.

7. Renewal duration is as validity duration of Licence for establishment of representative office, branch as said in Article 3, Article 4.

Article 15: Fees for issuance, re-issuance, modification, supplement and renewal of Licence for establishment of representative office, branch

1. Foreign enterprises are to pay fees for issuance, re-issuance, modification, supplement and renewal of Licence for establishment of representative office, branch.

2. The Ministry of Finance presides over and coordinates with the Ministry of Trade to set up levels of and manage fees for issuance, re-issuance, modification, supplement and renewal of Licence for establishment of representative office, branch.