SERVICES OF ESTABLISHING BRANCHES OF FOREIGN TRADERS IN VIETNAM
VinaSC is a unit specializing in providing services for establishing branches of foreign traders in Vietnam.
1. SERVICE PROVISION PROCESS AT VINASC:
Step 1. Vinasc receives information about the proposed branch with the following basic contents:
– Information of foreign traders planning to establish branches in Vietnam through the Certificate of Business Registration and financial statements of the last 2 years;
– Proposed branch name;
– Information of the head of a branch (in which investors should note that the head of the branch must stay/be present in Vietnam through the Certificate of residence/visa of the head of that branch);
– Place of registration of residence of the head of the branch (if the head of the branch is a foreigner, a written confirmation of the place of residence is required);
– Address of registered branch office;
– The content of activities of the branch (on the basis of the field of operation of foreign traders);
– Registered email (if any);
– Registered phone number
Vinasc will review relevant specific legal requirements and issue specific issues.
Step 2. The two sides discussed to agree on service contents, then Vinasc based on them to draft necessary documents to hand over to enterprises for authentication;
Step 3. Vinasc receives back all verified documents together with enterprise documents to prepare to complete the dossier;
Step 4. Submit dossiers at competent agencies as prescribed.
Step 5. Track the application processing step by step and report progress to the business as required. In case it is necessary to amend or supplement information and documents, Vinasc is responsible for completing it as soon as possible to limit interruption of work;
Step 6. Review all service implementation steps to ensure that the service has been completed comprehensively. Within 20-25 working days, the licensing authority shall decide to grant or refuse to grant a branch establishment license to foreign traders. In case of refusal to license, a written statement clearly stating the reasons therefor must be provided.
Step 7. Transfer to the enterprise the specific results, listed in Section No. 2 below, that Vinasc collects on behalf of the enterprise in the process of providing services.
2. SPECIFIC RESULTS:
– Licenses for establishment of branches of foreign traders;
3. ESTIMATED IMPLEMENTATION TIME:
– Application for a branch establishment license of a foreign trader: 20-25 working days
The above estimated time is calculated from the date Vinasc receives all required documents sent to you.
4. SOME REGULATIONS RELATED TO THE ESTABLISHMENT OF BRANCHES OF FOREIGN TRADERS IN VIETNAM
On 25/01/2016, the Government issued Decree 07/2016/ND-CP detailing the Commercial Law on Representative Offices and Branches of Foreign Traders in Vietnam, replacing the Government’s Decree No. 72/2006/ND-CP dated July 25, 2006 detailing the Commercial Law on Representative Offices, Branches of foreign traders in Vietnam. Decree 07/2016/ND-CP takes effect from 10/03/2016.
I. Accordingly, foreign traders may only be granted branch establishment licenses when satisfying the following conditions:
1. Conditions on foreign traders:
- Foreign traders established or registered for business in accordance with the laws of countries and territories acceding to treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories;
- Foreign traders that have been operating for at least 05 years from the date of establishment or registration;
- Where the business registration certificate or a document of equivalent value of a foreign trader stipulates the operation term, such term must be at least 01 year from the date of submission of the application;
- The operation contents of the branch must be consistent with Vietnam’s commitments to open the market in international treaties to which Vietnam is a contracting party and in accordance with the business lines of foreign traders;
- In case the operation contents of the branch are inconsistent with the commitments of Vietnam or foreign traders not belonging to countries or territories acceding to treaties to which Vietnam is a contracting party, the establishment of the branch must be approved by the Minister of specialized management.
2. Conditions for heads of branches
- The head of a branch shall be responsible to the foreign trader for his/her activities and that of the branch to the extent authorized by the foreign trader.
- The head of the branch shall be responsible for its activities in case of carrying out activities outside the scope authorized by the foreign trader.
- The head of a branch must authorize in writing another person to exercise the rights and perform the obligations of the head of the branch according to law when leaving Vietnam. This authorization must be approved by the foreign trader. The Head of the Branch remains responsible for the exercise of delegated rights and obligations.
- In case the authorization period specified in Point 3 above expires, the head of the branch has not returned to Vietnam and has no other authorization, the authorized person has the right to continue to exercise the rights and perform the obligations of the head of the branch within the scope of authorization until the head of the branch returns to work at the branch or until the foreign trader appoints another person as the head of the Branch.
- Where the head of a branch fails to be present in Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the head of the branch or is killed, missing, detained, sentenced to prison or restricted from losing civil act capacity, the foreign trader shall appoint another person as the head of the branch.
- Heads of branches of foreign traders may not concurrently hold the following positions:
+ The head of the Representative Office of another foreign trader;
+ The head of the representative office of the same foreign trader;
+ The legal representative of an economic organization established in accordance with Vietnamese law.
II. Competence to grant Branch Establishment Licenses
Traders shall submit dossiers for establishment of branches of foreign traders in Vietnam at the Ministry of Industry and Trade.
III. Duration of Branch Establishment License
A license for establishment of a branch of a foreign trader shall be valid for 05 years but not exceeding the remaining term of the business registration certificate or a document of equivalent validity of the foreign trader in case such document provides for a time limit.
For any information about the establishment of branches of foreign traders in Vietnam, please contact Vinasc Group Joint Stock Company for detailed advice.