Regulations on a representative office in Vietnam

The representative office is the agency representing the business, and can be considered as the face of the business. However, not all businesses understand the legal provisions on representative offices. So what does Vietnamese law say about representative offices? To answer this question, Viet An Law Firm will present the current regulations on a representative office in Vietnam.

Legal basis

• Law on Enterprise 2020;
• Decree 01/2021/ND-CP on Business Registration;
• Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam.

What is a representative office?

In Clause 2, Article 44 of the Vietnam Enterprise Law 2020 regualate on a representative office. Accordingly, the representative office is the dependent unit of the enterprise. Representative offices only represent the business and do not perform the business functions of the enterprise.

Mission of the representative office

Based on Clause 2, Article 44 of the Law on Enterprises of Vietnam 2020, it can be determined that a representative office has the following main tasks:

• An authorized representative for the interests of the enterprise;
• Protection for the interests of the business.

Representative office name

According to the provisions of Article 40 of the Law on Enterprises of Vietnam 2020 on the name of the branch, representative office and business location, the name of the representative office of an enterprise must meet the following requirements:

• Representative office name must be written in:
• The letters of the Vietnamese alphabet;
• Other letters like F, J, Z, W;
• Number;
• The name of the representative office must include the phrase “Representative office” in the name.
• The name of the representative office must be written or affixed at the head office of the representative office. On transaction papers, documents and publications issued by the representative office, the font size of the representative office’s name must be printed or written in a smaller font size than the Vietnamese name of the enterprise.

Seal of representative office

Regulations on seals of representative offices are specified in Article 43 of the Law on Enterprises of Vietnam 2020. Specifically:

• Marks here are understood to include:
• The seal is made at the seal engraving establishment;
• Or seal in the form of a digital signature.
• Type of seal, quantity, form and content of seal of the representative office will be decided by the enterprise.
• The company’s charter or the regulations issued by the representative office will provide for the management and keeping of the seal. Therefore, the management and keeping of the seal will comply with these regulations.

Register to establish a representative office

The representative office registration process

According to the provisions of Article 45 of the Law on Enterprises of Vietnam 2020, to register for the establishment of a representative office, your business needs to follow the following processes:

Step 1 (Make a dossier): When an enterprise wishes to establish a representative office, the enterprise needs to prepare a dossier including the following documents:

• Notice of establishment of representative office;
• A copy of the establishment decision and meeting minutes on the establishment of the representative office of the enterprise;
• Copy of legal papers of the individual who is the head of the representative office.

Step 2 (Submit application): After preparing the documents in the dossier, the enterprise can send the application for registration of representative office operation to the Business Registration Authority. This business registration authority must be located where the enterprise has a representative office.

Step 3 (Reviewing the application): From the date of receiving the application, within 03 days, the Business Registration Authority will be responsible for considering whether the application is valid or not.

Step 4 (Decision making): After the application review period, the Business Registration Authority will make a decision whether the application is valid for issuance of a Representative Office Operation Registration Certificate.

• If the application is valid, the business registration agency will issue a representative office operation registration certificate;
• If the application is invalid, the business registration agency must notify in writing the enterprise submitting the application of the contents that need to be amended or supplemented in the registration dossier.
• If it refuses to issue a representative office operation registration certificate, the business registration agency must notify the enterprise in writing, clearly stating the reasons therefor.

Change of content of representative office operation registration certificate

In case, the enterprise has been granted a representative office operation registration certificate, but there is a change compared to the registered content of this Certificate, the provisions of Clause 4, Article 45 of the Law on Enterprises 2020, enterprises will be responsible for registering to change the content of the representative office operation registration certificate within a period of 10 days from the date of change.

Conditions for foreign traders to be granted a License to establish a representative office in Vietnam

Pursuant to Article 7 of Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam, foreign traders who want to be granted a representative establishment license must meet the following conditions:

• Foreign traders may establish and register their business in accordance with the regulations on establishment and business registration of the laws of the countries and territories participating in international treaties to which Vietnam is a contracting party or established, business registration under the laws recognized by these countries and territories;
• The foreign trader has operated for at least 01 year from the date this enterprise was established or registered;
• If the foreign trader has a business registration certificate or other papers of equivalent legal validity, and there are regulations on the duration of operation, this time limit must be at least 01 year from the date the foreign trader is registered. submit;
• The operation contents of the representative office must be consistent with what Vietnam has committed in the international treaties to which Vietnam has joined and become a member;
• If the operation content of the representative office is not consistent with the commitments of Vietnam or the foreign trader is not from the countries and territories that are parties to the international treaties to which Vietnam is a contracting party. In order to be granted a license to establish a representative office, a foreign trader must obtain the approval of a minister or head of a specialized management ministerial-level agency.

Termination of representative office operations

How to terminate representative office operation?

According to Clause 1, Article 213 of the Law on Enterprises of Vietnam 2020 and Article 77 of Decree 01/2021/ND-CP on registration of business establishment, the methods of terminating representative office operations include:

• Enterprises themselves decide to terminate representative office operations;
• The competent state agency shall decide to revoke the representative office operation registration certificate.

Order and procedures for termination of operation of representative offices of Vietnamese traders

Article 72 of Decree No. 01/2021/ND-CP on registration of enterprise establishment has detailed regulations on termination of representative office operations. Accordingly, the termination of operation of a representative office shall be carried out according to the following order and procedures:

• Step 1 (Complete tax payment obligation): The representative office must register with the Tax Authority to fulfill the tax payment obligation in accordance with the obligations specified in the tax law.
• Step 2 (Notice of termination): From the date of the decision to terminate the operation of the representative office, within 10 days, the enterprise must send a Notice enclosed with the resolution, decision and copy of the minutes. meeting on termination of representative office operations to the Business Registration Office where the representative office is located.
• Step 3 (Business Registration Office sends information to the Tax Authority): After receiving the application file of the enterprise wishing to terminate the operation of the representative office, the Business Registration Office shall send information to the office terminated representative for the Tax Authority.
• Step 4 (The tax authority sends comments): From the date of receiving the information, within 2 working days, the tax authority shall send comments to the Business Registration Office on the fulfillment of the tax payment obligation of the office represent.
• Step 5 (The business registration office terminates the operation of the representative office): If the tax authority does not submit a refusal, from the date of receipt of the application for termination of operation of the representative office, within 5 working days, the Business Registration Office will terminate the operation of the representative office in the National Business Registration Database.
• Step 6 (Notify the enterprise): After the representative office operation is terminated by the Business Registration Office, the Business Registration Office will send a notice of the termination of the representative office operation.

Order and procedures for terminating the operation of representative offices of foreign traders in Vietnam

The order and procedures for terminating the operation of representative offices of foreign traders in Vietnam are specified in Article 37 of Decree 07/2016/ND-CP detailing the Commercial Law on representative offices. branches of foreign traders in Vietnam. Specifically:

Step 1 (Preparing the application for termination of representative office operations): According to the provisions of Article 36 of Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of traders If a foreign trader is in Vietnam, a dossier for termination of operation of a representative office of a foreign trader includes:

• The notice on the termination of operation of the representative office must be signed by the representative of the trader’s authority, and this notice must be made according to the form prescribed by the Ministry of Industry and Trade.
• A copy of the document that the licensing agency does not renew the representative office establishment license or a copy of the decision on revocation of the representative office establishment license.
• List of creditors and unpaid debts of foreign traders, including tax debts and social insurance contributions.
• List of employees and employee benefits.
• License for establishment of representative office (original).

Step 2 (Submitting the application): After fully and accurately preparing the information of the dossier, the foreign trader will submit a dossier to terminate the operation of his representative office to the licensing agency. This application can be submitted in one of the following ways:

• Submit an application directly at the office of the licensing agency;
• Submission of dossiers indirectly through postal mail;
• Apply online (where eligible).

Step 3 (Review and check the dossier): From the date of receiving the dossier, within 3 working days, the licensing agency will be responsible for inspecting the dossier and may request foreign traders in addition to supplementing if the dossier is incomplete or invalid. This additional request can only be made once during the processing of the case.

Step 4 (Publishing on the website): From the date of receipt of valid dossiers, within 5 working days, the licensing agency for the operation of representative offices of foreign traders must publish it on the website. on its website about the trader’s termination of representative office operations.

Thus, unlike the procedure for terminating a representative office of a Vietnamese trader done at the Business Registration Office – Department of Planning and Investment, this procedure applies to a representative office of a foreign trader in Vietnam. Nam is under the authority of the licensing agency. Normally, the competent authority in granting and revoking permits is the Department of Industry and Trade, the Management Board of industrial parks, export processing zones, economic zones, and high-tech zones.

If you have any questions regarding the regulations on a representative office in Vietnam, please contact Viet An Law Firm for our best support!