Establish foreign arbitration centre in Vietnam

Commercial arbitration is an alternative dispute resolution which play a vital role in actual commercial world. Resolving disputes through arbitration is highly appreciated as it keeps business secrets, avoids defamation and saves time for involved Parties as well as makes the process more flexible. Most of parties submit their disputes to arbitration centre are private companies, foreign organizations or foreign-owned companies in Vietnam. Many foreign arbitration centres plan to expand their market to Vietnam as the local economy here is growing rapidly and foreign investment trend is increasing. Those arbitration centres have expert experiences in resolving international commercial disputes, applying international customs and foreign laws. Hence, when they operate and provide arbitration services in Vietnam, foreign companies and organizations in Vietnam shall have a trusty choice. However, in accordance with the Law No.03/2016/QH14, “commercial arbitration services” is a conditional business sector. Therefore, foreign arbitration centres shall satisfy those conditions on operating forms and scope when investing in Vietnam.

In accordance with the Law on Commercial Arbitration 2010 and Decree No.63/2011/NĐ-CP detailing and guiding some articles of the Law on Commercial Arbitration 2010, foreign arbitration organizations are able to operate in Vietnam in two forms:

• Branch of the foreign arbitration organization;
• Representative office of foreign arbitration organization.

Operating scope: A branch or a representative office of a foreign arbitration organization is a dependent unit of that organization. Operating scope of the branch is wider than of representative office. A branch of a foreign arbitration organization is able to provide services for commercial arbitration, mediation and other commercial disputes resolutions in Vietnam whilst a representative office is not able to provide arbitration services as its main function is to seek and promote operation activities for the foreign arbitration organization in Vietnam.

The procedures for establishment and operation of a branch and a representative office of a foreign arbitration organization in Vietnam includes the following steps:

Step 1: Apply for establishment of a branch or a representative office of foreign arbitration organization in Vietnam

An application for establishment of a branch of a foreign arbitration organization in Vietnam includes:

• A written request for establishment of a branch of a foreign arbitration organization in Vietnam (Form No.03/TP-TTTM attached in Circular No.12/2012/TT-BTP);
• Notarized copy of documents proving legal establishment of foreign arbitration organization issued by competent agencies in the foreign country;
• Introduction documents on operation of the foreign arbitration organization;
• Notarized copy of the charter of the foreign arbitration organization;
• Notarized copy of the Decision on Appointing an Arbitrator to hold the position of the head of the branch (the head of the branch must reside in Vietnam);
• The list of intended arbitrators and employees to work in the branch.

An application for establishment of a representative office of a foreign arbitration organization in Vietnam includes:

• A written request for establishment of a representative office of a foreign arbitration organization in Vietnam (Form No.03/TP-TTTM attached in Circular No.12/2012/TT-BTP);
• Notarized copy of documents proving legal establishment of the foreign arbitration organization issued by the foreign competent agencies in the foreign country;
• Introduction documents on the operation of the foreign arbitration organization;
• The list of intended foreign and Vietnamese employees working in the representative office.

Place of submission: The Ministry of Justice

Duration: Within 45 days from the date of receipt of the full and valid application, the Ministry of Justice shall examine and issue the Certificate of Establishment of Branch/Representative Office of the foreign arbitration organization. In case of refusal, the Ministry of Justice shall grant a written respond providing explanation.

Step 2: Operation registration/Establishment notification

After the branch or the representative office of the foreign arbitration organization receives the Certificate of Establishment:

• The branch shall register to operate within 60 days from the date of issuance of the Certificate of Establishment;
• The representative office shall notify its establishment within 07 working days from date of issuance of the Certificate of Establishment.

Procedures for operation registration of the branch of the foreign arbitration organization:

An application for operation registration of the branch of the foreign arbitration organization include:

• An application for operation registration (Form No.05/TP-TTTM attached in Circular No.12/2012/TT-BTP);
• Copy of the Certificate of Establishment of the branch: notarized copy or copy enclosed with the original for comparison;
• Notarized copy of the decision on appointment of the head of the branch.

Submission place: The Department of Justice where the branch is located.

Duration: Within 10 working days from the date of receipt of the full and valid application, the Department of Justice shall issue the Operation Registration Certificate for the branch.

Procedures for establishment notification of the representative office of the foreign arbitration organization:

An application for establishment notification of the representative office of the foreign arbitration organization include:

• Notification on establishment of the representative office (Form No.13/TP-TTTM attached in Circular 12/2012/TT-BTP);
• Copy of the Certificate of Establishment of the representative office: notarized copy or copy enclosed with original for comparison.

Submission place: The Department of Justice where the representative office is located.

Foreign investment services in Viet An Law Firm:

• Consult about regulations and procedures related to foreign investment in Vietnam;
• Consult about business sectors and business conditions of each sector applied to foreign investors;
• Consult about the application, documents for investment registration in Vietnam;
• Draft, submit the application and deal with state-authorized agencies when Clients authorized;
• Consult about after-establishing issues: labour, tax, contracts, social insurance…

If you are seeking for legal advice on regulations and procedures related to foreign investment and enterprise establishment in Vietnam, please feel free to contact Viet An Law Firm for more information!