Regulation on Establishment and Operation of the foreign economic Organisation Representative Offices in Vietnam

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Index

  1. Chapter1: General Provisions
  2. Chapter2: Procedures for grant, extension, addition and withdrawal of the business license of the foreign economic Organisation representative Offices in Vietnam
  3. Chapter3: Rights and Responsibilities of the foreign economic Organisation Representative Office in Vietnam.
  4. Chapter4: Treatment of breach
  5. Chapter5: Enforceable Provisions
See index

CHAPTER I: GENERAL PROVISIONS

Article 1
Any Foreign Economic Organization of the full conditions as stipulated in this Regulation shall be reviewed to grant a Licence for setting up its Representative Office in Vietnam in order to establish the economic and commercial relationship with the Vietnamese enterprises.

Article 2
The Conditions for a Foreign Economic Organzation to be reviewed to issue a Licence for the establishment of its Representative Office as the follows:
  1. The Foreign Economic Organization should be established in accordance with its own laws;
  2. It has been operated for at least 5 years;
  3. There is investment, commercial project concerned by the Vietnamese side enforceable to encourage an economy and commerce of Vietnam.

The foreign Economic Groups applying for the establishment of the Representative Office in order to carry out the invertment projects of the total capital of over US$ 10,000,000 or to promote the implentation of the import agreements of goods, which are produced or processed in Vietnam, shall be reduced the conditions as provinced in Point 2 of this Article and given priority for granting the Licence.

Article 3
The scope of activities of the Foreign Economic Organization Representative Offices in Vietnam as:

Article 4
The Ministry of Trade shall be responsible to grant, to extend, to supplement,to withdraw or to abrogate the Licence for the establishment of the Foreign Economic Organization Representative Offices in Vietnam.

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CHAPTER II: PROCEDURES FOR GRANT, EXTENSION, ADDITION AND WITHDRAWAL OF THE BUSINESS LICENCE OF THE FOREIGN ECONOMIC ORGANIZATION REPRESENTATIVE OFFICE IN VIETNAM

Article 5
The Foreign Economic Organization applying for the Licence to set up its Representative Office in Vietnam should submit an application to the Ministry of Trade (under the available form stipulated by the Ministry of Trade)including 1 copy in Vietnamese language and 1 copy in one of the common foreign languages.
Enclosed with the application for setting up the Representative Office, the Foreign Economic Organization should submit further documents as the follows:

  1. Charter or any document necessary for proving the legalised incorporation and operation of the economic organization.
  2. Certificate of a bank or juridical authority agencies of the foreign side for confirmation of the legal capital of the economic organization.

Article 6
Within a period of no less than 30 (thirty) days from the date receiving full documents,the Ministry of Trade shall give a response of the result (whether grant to Licence or not) to the Foreign Economic Organization for setting up the Representative Office in Vietnam.

Article 7
On the Licence for setting up the Foreign Economic Organization Representative Office in Vietnam should be presented the purporse, scope of activities of the office as stipulated in Arrticle 3 of this Regulation.
The Licence shall be in validity within 3 (three) years from the date of issue, and shall be extended for every 3 (three) years according to the proposal of the Foreign Economic Organization.

Article 8
Within the duration of 90 (ninety) days from the date of issue of the Licence for establishment of the Representative Office; and within 15 (fifteen) days from the date of the extension for the Licence, the Foreign Economic organization should complete the procedures for business registration to submit to the Muticipal/Provincial People's Committee at the place where the Reprecentative Office located. Following the issue of the business regitration for the representative Office (under the available form stipulated by the Ministry of Trade), the Municipal/Provincal People's Committee shall send 1 copy of such business registration to the Ministry of Trade in order to supervise and control the implementation.

Article 9
If the Foreign Economic Organization wishes to change its name, or to replace its head office or branch office of its Representative Office from this province to another; or to add its scope of activities or to extend the Licence for the Representative Office in Vietnam, it should apply to the Ministry of Trade for an approval, and it shall only be changed or continued where obtains the approval in writing.
With the period of 15 (fifteen) days from the date of receiving the application, the Ministry of Trade shall send a response in wrinting to the oreign Economic Organization in order to inform the result of the change, extension or addition to the Licence of the Representative Office.
In the course of operation in vietnam, if the Foreign Economic Organization wishes to replay its chief representative and/or employees working for representative office,should report to the Municipal/ Provincial people's committee at the place where the representative office located, and it shall only be changed where obtains the written approval.period for the response from the Municipal/Provincial people's committee shall be 15 days from the date of receiving the application of the foreign economic organization.

Article 10
Operations of the Foreign Economic Organization representative Office shall be terminated where:

  1. The term as provided in the licence is expired
  2. Subject to the proposal of th Foreign Economic Organization;
  3. Subject the decision of the Ministry of Trade for taking back the Licence, if the representative Office breaks any stipulation of this Regulation. With such cases as mentioned above, the Ministry of Trade shall notify in writing for the Foreign Economic Organization as well as for the Municipal /Provincial people's committee at the place of the Representative Office on 30 days before the termination of Representative Office.

Article 11
Within a period of no less than 60 days from the date on which the Ministry of Trade gives a notice of termination,the Foreign Economic Orgazation Representative office in Vietnam shall return its Office, residental house and working equipment and completely pay all liabilities (if any)for the Vietnam organizations and individuals in relation.

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CHAPTER III: RIGHTS AND RESPONSIBILITIES OF THE FOREIGN ECONOMIC ORGNIZATION REPRESENTATIVE OFFICE IN VIETNAM

Article 12
Upon the issue of the License , the extension of or the addition to the License for the establishment of the Representative Office in Vietnam, the foreign economic organisation shall pay an amount of fee as stipulated by the Ministry of Finance of Vietnam.

Article 13 :
The Foreign Economic Representative Office in Vietnam shall only be entitled to carry out its business within the purpose, scope and duration as provided in the Licence and in the Registration paper.

Article 14
The Foreign Economic Orgnization Representative Office in Vietnam shall be entitled to hire an office,residential house and other equipment for the purposes of its operation and resident,as well to employ the Vietnamese citizens working for the Representative Office and it shall give the favourable conditions to its officers and employees working in the Representative Office in order to comply with all regulation of the laws of Vietnam for paying income tax and buying compel insurances in Vietnam.

Article 15
The Foreign Economic Organization Representative Office in Vietnam shall be entitled to open an account (either in foreign currency or Vietnamese Dong from foreign currency source) at a bank established and operated under the Laws of Vietnam in order to repay all necessary expenses for the Office's activities.

Article 16
The Foreign Economic Organization Representative Office in Vietnam shall be intitled to import into Vietnam goods and equipment necessary for the business and residential requirements of the Representative Office, but it shall pay the tax in accordance with the Law on import_export tax applicable in Vietnam.

Article 17
The Foreign Economic Organization Representative Office in Vietnam shall report regulaly in writing to the Ministry of Trade and the Municipal/Provincial People's Committee at the locality of the Representative Office for the operation of the Office, where necessary and by the request of the above Authorities, the Representative Office shall be responsible to report, to provide documents or to interpret any matter in relation to its operation.

Article 18
The Foreign Economic Organization Representative Office in Vietnam shall not be entitled to enjoy the exempted or privileged regulations applicable for the diplomatic representative offices, the foreign cousult offices and representative offices of the foreign economic organization in Vietnam. In the course of operation in Vietnam, the Representative Office shall comply with the Laws of Vietnam and shall be protected by the Vietnamese State for legitimate interests under the laws.

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CHAPTER IV: TREATMENT OF BREACH

Article 19
A foreign organization carrying out business in Vietnam as a representative office (having head office with employees working) without the licence issued by the Ministry of Trade for establishment of the Representative Office shall be forced to terminate and fined by US$ 50.000; in serious case,shall be brought to a court by the Laws of Vietnam.

Article 20
  1. If the Foreign Economic Organization Representative Office in Vietnam breaks any of the following stipulation shall be treated as bellows : obtains the Licence of the Ministry of Trade for the establishment or for the extension of the term, but fails to register in accordance with the stipulation in Article 8 of this Regulation shall be warned and fined by US$ 2,000,and should complete the registration as stipulated; if relapses it shall be fined by double of the precedent.
  2. Continues its operation where the Licence for the establishment and the registration paper expired,in such cases it should be terminated and fined by US$ 20,000;in serious case, shall be brought to a court under the Laws of Vietnam.
  3. Changes its name, haed office or branch office without the approval of the Ministry of Trade, shall be warned and fined by US$ 2,000, and no longer to use such new name, or new head office or branch office unless obtains the approval of the Ministry of Trade; if relapses it shall be fined by double of the precedent.
  4. Changes the Chief Representative and staff without the approval of the Municipal/ Provincial People's Committeee at the place of the Representative Office, shall be warned and fined by US$ 2,000 and such new Chief Representative or staff shall not be entitled to carry out any formal activity; if relapses, shall be fined by double of the precedent.
  5. Leases a house and/or employs a staff in contrary to the Laws of Vietnam shall be warned and fined by US$ 5,000; if relapses, shall be fined in double of the precedent.
  6. Opens and uses and account in contrary to the stipulations in Article 15 of this Regulation shall be warned and fined by US$ 5,000; if relapses, shall be fined in double of the precedent.
  7. The Chief Representative or employees signs a contract without its jurisdiction shall be warned and fined by US$ 5,000; if relapses, shall be fined in double of the precedent. Such kinds of contract shall not be enforceable.
  8. Operates over the limitations as stipulated within the License shall be suspended definitely, fined by US$ 10,000 and repaid all kinds of tax as stipulated by the Laws of Vietnam; if relapses, shall be compelled to terminate and fined in double of the precedent.
  9. Fails to obey or tries to prevent the control of the State Authority Agencies as provided in Article 21 herein, shall be warned and fined by US$ 5,000; if relapses, shall be fined in double of the precedent.

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CHAPTER V: ENFORCEABLE PROVISIONS

Article 21
  1. The Ministry of Trade shall be responsible to unite the State Administration for any operation of the Foreign economic Organization Representative Office in Vietnam; as well as to play as the clue of the Ministries,branches and localities in relation to control regularry or regularly (if necessary) all aspects of operation of the Representative Office subject to the proposal of the relevant Ministries, branches and/or the Municipal/Provincial People's Committee at the place where the Representative Office located; to issue a decision to settle any breach at different levels, such as suspense, termination or fine of over US$ 10,000 as stipulated in Article 19 & 20 of this Regulation.
  2. Ministries,branches in the function of the State Administration subject to the domain and the speciality shall be entitled to project, and to coordinate with the Ministry of Trade and/or the Municipal/Provincial People's Committee at the place of the Representative Office to control regularly or irregularly over the operation of the Representative Office in accordance with the domain and the spciality of their control, to petition to the Ministry of Trade or Municipal/Provincial People's Committee for issue a decision for treatment over the breaches in accordance with the stipulations in Point 1 and Point 3 of this Article.

Article 22
This Regulation shall not be applied to either the Foreign Non-economic Representative Offices in Vietnam established by the International Treaties, which has been signed with Vietnam or joined by Vietnam; nor the foreign economic organization agencies or branches established by the permit of the Prime Minister of the Government and controlled by their own regulations.

Article 23
This Regulation shall be enforceable from the date of the signature and shall replace to the regulation attached to the Decree No.382/HDBT on 5 November 1990 of the Council of Ministries. Any former regulation of the Gevernment, of the Ministries, branches and local People's Committee in constrary to this Regulation shall be abrogated.

Article 24
The Ministry of Trade,the Heads of Ministries,branches in concern and the Chairmen of the Municipal/Provincial People's Committees under the Central by their functions,duties and powers shall be responsible to guide, to control the implementation of this Regulation.

For the Government
Vice Prime Minster

PHAN VAN KHAI
(Signed)
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