Foreign companies shall be entitled to set up their representative offices (hereinafter referred to as “ROs”) in Vietnam for promoting, finding chances on sales of goods and providing services in Vietnam. The companies shall proceed for issuance of representative offices establishment licenses (hereinafter referred to as ROELs) for setting up ROs in Vietnam. Foreign companies need to notice below concerns in ROELs.
A. Conditions for issuing representative offices establishment licenses
Foreign companies shall be issued ROELs in case of satisfying following conditions:
(a) Foreign companies being incorporated, business registered in accordance with laws of countries and territories being parties to treaties of which Vietnam is a party, or recognized by laws of such countries and territories.
(b) Foreign companies that have operated for at least 01 year, from the date when such companies were established or registered.
(c) In case business registration certificates or equivalent documents of foreign companies including time limit of operation, the time limit shall remain at least 01 year.
(d) Contents of operation of ROs shall be conformable with commitments of Vietnam in treaties which Vietnam is a party of.
(e) In case contents of operation shall not be conformable with commitments of Vietnam or foreign companies not being of countries or territories being parties to treaties of which Vietnam is a party, establishment of ROs shall be approved by relevant Ministers or Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”).
B. Establishment dossiers
(a) Application forms of issuance for ROELs;
(b) Copies of business registration certificates or equivalent documents of foreign companies;
(c) Documents of foreign companies for appointing/promoting heads of ROs;
(d) Copies of audited financial statements that, or written confirmation on process of performing tax or financial obligations in the last financial year, or equivalent documents issued or confirmed by the competent agencies, organizations, which are as proofs of the existence and operation of foreign companies in the last financial year;
(e) Copies of passports or ID cards (if Vietnamese), or copies of passports (if foreigners) of the Heads of ROs;
(f) Documents of expected location of head offices of ROs:
– Copies of memorandum of understanding (MOU) or leasing agreements or documents as proofs of the rights of exploiting and using location of head offices of ROs;
– Copies of documents about expected location of Head offices of ROs on the provisions that are relevant to conditions of security, safety, occupational hygiene and other conditions stipulated in laws.
Prescribed documents in Point b, c, d and đ (in the case of copies of passports of the Heads of ROs who are foreigners) shall be translated to Vietnamese and certified according to Vietnamese law. Documents that are stipulated in Point b shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam in accordance with laws of Vietnam.
C. Relevant competence in establishment and operation of representative offices and the procedure of establishment approvals
In competence, the Department of Industry and Trade of the provinces where the ROs are expected to be located or The management boards of industrial parks, export-processing zones, economic zones or hi-tech zones (hereinafter referred to as “the management boards) issuing in specific circumstances.
In procedure, foreign companies submit documents to the Agencies issuing licenses where ROs are located.
(a) In case contents of operation of ROs shall be conformable with commitments of Vietnam in treaties which Vietnam is a party of;
If documents that shall not be adequate and/or eligible, within 03 working days from the date of receipt the documents, the Agencies issuing licenses shall examine and request for supplementation.
If documents that shall be adequate and eligible, within 07 working days from the date of receipt of the documents, the Agencies issuing licenses shall send the applicant a written notification of whether ROELs are granted or not. In case of rejection, the Agencies issuing licenses shall send the applicant a written notice in which reasons for rejections shall be specified.
(b) In case contents of operation shall not be conformable with commitments of Vietnam or foreign companies not being of countries or territories being parties to treaties of which Vietnam is a party, and in case of no relevant provisions of ROs establishment, procedure shall follow:
The Agencies issuing licenses shall submit a written request for directions to the relevant Ministry within 03 working days from the date of receipt of the valid application.
Within 05 working days from the date of receipt of the notification from the relevant Ministry, the licensing agency shall send the applicant a written notice of whether ROELs are granted. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.
D. The time limit of operation
The ROELs of foreign companies are valid for 5 years but do not exceed the remaining term of the business registration certificates or equivalent documents of the foreign companies in case such documents have a time limit.
Note: The content presented above is for reference only. Depending on different times and clients, the above content may no longer be relevant. For any detailed consultation, please contact us via email: phieu.le@lmp-lawyers.com
