Chapter III:
OPERATION, INTERESTS AND OBLIGATIONS OF REPRESENTATIVE OFFICES, BRANCHES
Article 16: Operation of representative offices
Operation fields of representative offices include:
1. Operating as contact office.
2. Promoting cooperation projects of foreign businesses in Vietnam.
3. Researching market to push up chances to purchase commodities, supply and consume commercial services of foreign businesses in Vietnam.
4. Supervising implementation of foreign businesses’ contracts signed with Vietnamese partners or related to the Vietnamese market.
5. Carrying out other activities as allowed by the law of Vietnam.
Article 17: Operation of branches
1. Being allowed to carry out activities as specified in the Licence for their establishment and in compliance with sub-Article 2, Article of the Decree.
2. If branches operate in the fields for which conditions are required in compliance with the law, branches can only operate if they meet enough conditions.
Business conditions are those that branches must meet or implement when they carry out business activities, being shown through Business Licence, qualification certificate for business conditions, professional certificate, professional insurance certificate, requirements on statutory capital or other requirements in accordance with the business law.
Article 18: Account opening
1. Representative offices can open foreign currency and Vietnam dong account at banks being allowed to operate in Vietnam and use the account for their business.
2. Branches can open foreign currency and Vietnam dong account at banks being allowed to operate in Vietnam and use the account for their business.
In some certain cases, branches can open account at overseas banks under permission from the State Bank of Vietnam. Branches are to report to the State Bank of Vietnam their use of accounts at overseas banks.
3. Opening, use and closing of accounts of representative offices and branches are in compliance with regulations set by the State Bank of Vietnam.
Article 19: Operation report regime
1. Prior to the final office day of January, representative offices and branches have to report in writing form on their business in previous year to the agency in charge of issuing licence for their establishment.
2. Branches have to follow financial and statistics report regimes in accordance with the law of Vietnam.
3. If needed under the law of Vietnam, representative offices and branches report, provide documents on or explain matters related to their operation as required by competent State management agencies.
Article 20: Interests and obligations of representative offices and heads of representative offices
Representative offices and heads of representative offices have interests and obligations in accordance with the Commercial Law and the following regulations:
1. Representative office for one foreign business cannot represent another one and lease out its office.
2. Head of representative offices of foreign businesses cannot concurrently do the following jobs:
a. Head of branches for foreign businesses in Vietnam;
b. Legal representative for foreign businesses to sign contracts without authorization in writing form from foreign businesses.
c. Legal representative of businesses established under the law of Vietnam.
3. If foreign business authorizes head of representative office to sign and modify contracts, the authorization must be in writing form. Each authorization is for one time of signing or modifying only.
Article 21: Interests and obligations for branches and head of branches
Branches and heads of branches have interests and obligations in accordance with the Commercial Law and those as specified below:
1. Branch for one foreign business cannot represent another one and lease out its office.
2. Head of branches of foreign businesses cannot concurrently do the following jobs:
a. Head of representative offices for the same foreign businesses in Vietnam;
b. Head of representative offices, branches for other foreign businesses in Vietnam.
Article 22: End of operation of representative offices, branches
1. Operation of representative office, branch ends in the following cases:
a. The foreign business requests and get approval from competent agency;
b. The foreign business ends it business in compliance with the law of the country where it established or registered for its business;
c. Operation time in Licence for representative office, branch ends but the foreign business does not apply for extension;
d. Operation time in Licence for representative office, branch ends but competent agency does not allow extension;
e. Licence for representative office, branch is revoked in compliance with sub-Article 2, Article 28 of the Decree.
2. Within at least 30 days before the tentative day when representative office, branch ends operation in compliance with sub-Articles 1a, 1b and 1c above, the foreign business send announcement on the event to the licencing agency, lenders, workers in the representative office, branch and other relevant individuals. The announcement must specify tentative time for ending operation of the representative office, branch and be posted publicly at the representative office, branch and syndicated in three consecutive issues of newspapers or online newspapers, which are allowed for distribution in Vietnam.
3. Within 15 days since the date of the decision on no extension for Licence for representative office, branch or the date of the revocation of the Licence in accordance with sub-Articles d, e of Article 1 above, the licencing agency must announce on the end of operation, specifying the ending time in three consecutive issues of newspapers or online newspapers that are allowed for distribution in Vietnam.
4. Within 15 days since foreign business and representative office, branch complete formalities in sub-Articles 3 or 4, Article 23, the licencing agency erases name of the representative office, branch in the register book.
5. Within 15 days since name of branch is abolished, the Ministry of Trade informs ending of operation of branch to provincial People’s Committee, Department of Trade, taxation authorities, statistics office and public security authorities of the province/city where the branch is located.
Within 15 days since name of branch is abolished, the provincial Department of Trade informs ending of operation of branch to the Ministry of Trade, provincial People’s Committee, taxation authorities, statistics office and public security authorities of the province/city where the branch is located.
Article 23: Obligations of foreign businesses for representative office, branch
1. Foreign business is liable to the law of Vietnam for operation of its representative office, branch in Vietnam.
2. Head of representative office, branch is liable for his/her activities and those of representative office, branch in accordance with the law of Vietnam in cases where they carry out activities out of the scope they are authorized.
3. At least 15 days before representative office, branch ends its operation in accordance with sub-Articles 1a, 1b and 1c of Article 22, foreign business, representative office, branch have to pay up their debts and realize other obligations to the State and relevant organizations and individuals in accordance with the law.
4. Within 60 days since ending of operation of representative office, branch in accordance with sub-Articles 1d and 1e of Article 22, foreign business has to pay up their debts and realize other obligations to the State and relevant organizations and individuals in accordance with the law.
Tìm kiếm
Nghị định 72/2006/NĐ-CP (Bản Word)