Engraving the seal of representative offices and branches of foreign traders procedures in Vietnam

The establishment of representative offices and branches is one of the popular forms of commercial presence of foreign traders in Vietnam. Foreign traders may establish their representative offices and branches in Vietnam according to Vietnam’s commitments in treaties to which Vietnam is currently a contracting party. Therefore, administrative procedures related to the establishment of representative offices and branches of foreign traders in Vietnam are also increasingly concerned. In the following article, Viet An Law Firm will present legal contents related to the procedures for engraving the seal of representative offices and branches of foreign traders in Vietnam.

Legal bases

• Enterprise Law 2020;
• Commercial Law 2005;
• Decree 99/2016/ND-CP on management and use of seals;
• Decree 01/2021 ND-CP on business registration;
• Decree 07/2016/ND-CP details the implementation of the Commercial Law on the establishment, operation, rights and obligations of representative offices and branches of foreign traders in Vietnam.

Overview of representative offices and branches of foreign traders in Vietnam

What is a representative office?

• A representative office is a dependent unit of an enterprise, whose task is to represent by authorization the interests of the enterprise and protect those interests;
• Representative offices of foreign traders in Vietnam are dependent units of foreign enterprises, established in accordance with Vietnamese law to carry out trade promotion activities permitted by Vietnamese law;
• Representative offices that do not perform business functions of enterprises without legal status;
• Representative offices are allowed to sign contracts on behalf of the company to serve office activities such as renting houses, purchasing equipment, signing labor contracts,…

What is a branch?

• A branch is a dependent unit of an enterprise, tasked with performing the ministry or part of the functions of the enterprise, including the function of authorized representative.
• The branch’s line of business must be consistent with the business line of the enterprise.

Are representative offices and branches of foreign traders in Vietnam required to have seals?

• In essence, a representative office or branch is not an independent legal entity, so Vietnamese law currently does not require representative offices and branches to have their own seals and register their seals.
• Representative offices and branches of foreign traders shall have the right to use the seal of the enterprise according to specific regulations in order to perform the work authorized by the enterprise.
• However, in practice, representative offices and branches of foreign traders now mostly have to use their own seals to facilitate their activities.
• Thus, having a separate seal is not a mandatory obligation but a right of representative offices and branches of foreign traders in Vietnam.
• In case of using the seal of a representative office, a branch of a foreign trader in Vietnam will be required to register before use.

Regulations on seals of representative offices and branches of foreign traders and traders in Vietnam

Number of seals

• Foreign enterprises may decide on the number of seals of branches and representative offices.
• The subject who has the right to decide is:
• Private business owners (for private enterprises);
• Members’ Council (for partnerships);
• Members’ Council or the company’s president (for limited liability companies);
• Board of Directors (for joint-stock companies).

Seal form

• A mark includes a mark made at the base of the marking, in the form of:
• Embossed mark: is a seal on the surface with the same information content as a wet mark, when used to stamp on the document, the paper will emboss the information content on the surface of the seal;
• Miniature mark: is a type of wet mark or embossed mark but smaller in size;
• Xi mark: is a seal on the surface with the same information content as a wet seal, when using a seal using xi material to seal, it will print the information content on the surface of the seal.
• In addition, at present, enterprises use seals in the form of signatures in accordance with the law on electronic transactions such as online tax procedures, electronic social insurance, online banking transactions, e-invoices or e-customs;
• The law does not have specific regulations on the shape or ink color of seals, so the form of seals of representative offices and branches shall be decided by foreign enterprises.

Seal contents

• According to the provisions of law, the contents of seals of representative offices and branches of foreign traders and traders in Vietnam shall be decided by enterprises themselves, not bound by any legal provisions.
• However, usually, the sample content of the seal of representative offices and branches of foreign traders is an information seal, displaying the name, address and telephone number of the representative office to serve some promotional activities.
• In addition, enterprises can add other languages and images to the content of the seal of representative offices and branches

Notes on seal content

In addition to ensuring intellectual property rights, the following images, words and symbols are not used when making seal samples:

• National flag, National emblem and Party flag of the Socialist Republic of Vietnam;
• Images, symbols, national names, names of state agencies, people’s armed forces units, political organizations, socio-political organizations, etc.;
• Language, signs and images violate the history, morality, culture and fine customs of the Vietnamese nation.

Cases of registration of seal samples of foreign traders

• Register seal samples when foreign traders bring seals from abroad into Vietnam for use, not violating the provisions on seals of Vietnamese law;
• Register the seal sample when such trader engraves the seal in Vietnam and register for use.

Procedures for new registration of seal samples  of representative offices and branches of foreign traders in Vietnam

Step 1: Submit the application at the competent authority

• Seal engraving procedures shall be carried out at the Administrative Management Office for Social Order and Safety of the Police of the province / city where the head office of the representative office or branch is located.
• The stamped dossier includes:
• License for establishment of representative offices;
• ID card/passport of the head of the representative office;
• Power of attorney for Viet An Law to carry out the procedure on its behalf. The power of attorney must be certified or consular legalized by diplomatic missions and consular offices of Vietnam abroad in accordance with the provisions of Vietnamese law.

Step 2. Dossier-receiving officers shall check the information and papers contained in the dossier and comply with the following provisions:

• In case the dossier is valid, the dossier-receiving officer must write a receipt of the dossier, clearly stating the date of receipt of the dossier, the date of return of the results and hand it directly to the person sent by the state agency, organization or title to contact to submit the dossier;
• In case the dossier is insufficient, the dossier-receiving officer shall immediately notify and guide the state agency, organization or title to complete the dossier;
• In case the dossier is not eligible for receipt, the agency registering the seal sample must reply in writing to the agency or organization about the refusal to settle the dossier.

Completion deadline: 05 working days.

Procedures for re-registration of seal samples of representative offices and branches of foreign traders in Vietnam

Representative offices and branches of foreign traders shall have to re-register seal samples in the following cases:

• The seal is deformed, worn, damaged or changed in material;
• There is a change in name, organization of branches and representative offices;
• Representative offices and branches lost their seals;
• Representative offices, branches expire seals .

Step 1: Submit the application at the competent authority

• Procedures for re-registration of seal samples shall be carried out at the Administrative Management Office for Social Order and Safety of the Police of the province/city where the head office of the representative office or branch is located.
• A dossier of re-registration of the seal includes:
• A written request for re-registration of the seal form, which states the reasons for re-registration.
• License for establishment of representative offices;
• ID card/passport of the head of the representative office;
• Certificate of registration of seal sample previously issued;
• Power of attorney for Viet An Law to carry out the procedure on its behalf. The power of attorney must be certified or consular legalized by diplomatic missions and consular offices of Vietnam abroad in accordance with the provisions of Vietnamese law.

Step 2. Dossier-receiving officers shall check the information and papers contained in the dossier and comply with the following provisions:

• In case the dossier is valid, the dossier-receiving officer must write a receipt of the dossier, clearly stating the date of receipt of the dossier, the date of return of the results and hand it directly to the person sent by the state agency, organization or title to contact to submit the dossier;
• In case the dossier is insufficient, the dossier-receiving officer shall immediately notify and guide the state agency, organization or title to complete the dossier;
• In case the dossier is not eligible for receipt, the agency registering the seal sample must reply in writing to the agency or organization about the refusal to settle the dossier.

Note:

Documents and papers contained in the dossier are the original or certified copies or copies enclosed with the originals for the officer to receive the dossier for comparison in accordance with the provisions of law.

If you want to carry out procedures for engraving the seal of representative offices, branches of foreign traders in Vietnam, or advise on setting up representative offices of foreign traders in Vietnam, please contact Viet An Law Firm for our best support!