ISSUANCE PROCEDURE OF ESTABLISHMENT LICENSE OF FOREIGN REPRESENTATIVE OFFICE

The trend of international integration is becoming increasingly robust in almost all countries, wherein foreign enterprises are expanding their scope of operations and reaching out to customers in potential locations across other nations. Vietnam in recent years has emerged as an attractive destination for foreign investors, among which establishing foreign representative office (representative offices of foreign traders) to explore the market and conduct various commercial activities is a commonly chosen form.

Conditions for obtaining establishment license of foreign representative office in Vietnam

Similar to the establishment of a branch, foreign traders are eligible to obtain a establishment license of foreign representative office when they fully meet the prescribed conditions, specifically:

– The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;

– The foreign trader has come into operation for at least 01 year from the date of establishment or registration;

– The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;

– The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;

– Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies have given approval for establishment of the representative office

Procedures for obtaining establishment license of foreign representative office in Vietnam

a. Implementation procedure

– Submission of application:

Foreign traders submit an application for establishment license of foreign representative office through one of the following methods: in person, by post, or online (if eligible).

The application dossier includes:

+ An application form for License for establishment license of foreign representative office using the form promulgated

+ Copies of the establishment license of foreign representative office or equivalent documents of the foreign trader;

+ A letter of appointment of the head of the representative office;

+ Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;

+ Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;

+ Documents on the expected location of the representative office.

– Authorized agency to process the procedure for issuing establishment license of foreign representative office in Vietnam:

Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete). The request for supplementation to the application shall be made only once during the processing of such application.

Apart from those specified above, the licensing agency shall send the applicant a written notification of whether the license or establishment of the representative office is granted or not within 07 working days from the date of receipt of the valid application. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

For those specified hereof and the establishment of foreign representative offices that has not prescribed by specialized legislative documents, the licensing agency 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 request for directions from the licensing agency, the relevant Ministry shall submit the licensing agency a written notification of whether or not they approve for the 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 the establishment license of the Representative office is granted. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

b. Authority to issue establishment license of foreign representative office

The Department of Industry and Trade is responsible for issuing, reissuing, adjusting, extending, revoking the establishment license and terminating the operations of foreign representative office.

>> NOTES UPON REGISTRATION OF VOLUNTARY SOCIAL INSURANCE https://linconlaw.vn/notes-upon-registration-of-voluntary-social-insurance/

>> CONDITIONS FOR CAPITAL CONTRIBUTION, PURCHASE OF SHARE, CONTRIBUTED CAPITAL https://linconlaw.vn/conditions-for-capital-contribution-purchase-of-share-contributed-capital/

3. Duration of establishment license of foreign representative office

The establishment license of foreign representative office is valid for 5 years. However, this time limit does not exceed the remaining term of the foreign trader’s Business Registration Certificate or equivalent document in case that document has a time limit.