VI In the context of increasingly deep and wide international economic integration, trade promotion activities play a crucial role in connecting enterprises, expanding markets, and fostering investment cooperation between Vietnam and countries around the world. To establish a legal presence and effectively deploy trade promotion programs in Vietnam, many foreign trade promotion organizations choose to establish a Representative Office in accordance with the provisions of Vietnamese law. However, the establishment of a Representative Office requires the foreign organization to fully satisfy all legal conditions as well as properly execute the sequences and procedures prescribed by current regulations. Let us join Pham Consult in exploring the important regulations concerning the establishment of a Representative Office of a foreign trade promotion organization in Vietnam.
- What is a foreign trade promotion organization?
Foreign trade promotion organizations include governmental or non-governmental organizations, associations, councils (or other equivalent forms) established under the laws of the country where the organization’s headquarters are located, which must establish a Representative Office in Vietnam when conducting activities related to trade promotion in Vietnam.
The trade promotion organizations mentioned above do not include foreign traders, foreign non-governmental organizations, cooperative or research organizations, cultural or educational establishments, and other foreign organizations regulated under other legal documents.
- Operating principles of the representative office of a foreign trade promotion organization in Vietnam
Pursuant to Article 24 of Decree No. 28/2018/ND-CP, the Representative Office of a foreign trade promotion organization in Vietnam shall operate in accordance with the following principles:
– A foreign trade promotion organization shall not establish more than one (01) of its Representative Offices within the territory of a single province or centrally-run city.
– The foreign trade promotion organization must have a Charter on the operations of the Representative Office in Vietnam that complies with Vietnamese law. The Representative Office shall not conduct activities for direct profit-making purposes in Vietnam.
– The Representative Office is a dependent unit of the foreign trade promotion organization, and no Representative Office shall be established under another Representative Office.
– The head and personnel of the Representative Office in Vietnam shall be determined by the foreign trade promotion organization itself and must be registered with the Licensing Authority.
– The recruitment and appointment of foreign nationals to work at the Representative Office in Vietnam must comply with the provisions of Vietnamese law and Vietnam’s commitments in international treaties to which Vietnam is a member.
– The foreign trade promotion organization shall be legally liable before Vietnamese law for all operations of its Representative Office in Vietnam.
- Scope of operations of the representative office of a foreign trade promotion organization in Vietnam
Pursuant to Clause 1, Article 25 of Decree No. 28/2018/ND-CP, the Representative Office of a foreign trade promotion organization in Vietnam shall only conduct activities related to trade promotion in Vietnam, including:
– Performing the functions of a liaison office;
– Conducting activities to promote and support foreign enterprises in accessing and operating in the Vietnamese market; researching and providing economic, commercial, and market information to foreign business organizations; promoting foreign trade with Vietnam; and conducting activities to connect business and trade between foreign enterprises and organizations or enterprises in Vietnam;
– Other trade promotion activities as prescribed by law.
- Issuance of the License for Establishment of the Representative Office of a foreign trade promotion organization in Vietnam
A foreign trade promotion organization establishing a Representative Office in Vietnam shall submit one (01) application dossier to the Department of Industry and Trade of the province or centrally-run city (the Licensing Authority) where the Representative Office’s headquarters are expected to be located to request the issuance of the License for Establishment of the Representative Office in Vietnam.
The application dossier for the issuance of the License for Establishment of the Representative Office includes:
(i) An application form for the issuance of the License for Establishment of the Representative Office, signed by an authorized representative of the foreign trade promotion organization;
(ii) A document issued by a competent foreign state agency permitting the trade promotion organization to establish a Representative Office in Vietnam, or documents proving the organization’s right to establish a Representative Office abroad;
(iii) A copy of the Establishment License or documents of equivalent validity;
(iv) A copy of the Charter or operating regulations of the foreign trade promotion organization;
(v) The prospective Charter or operating regulations of the Representative Office in Vietnam;
(vi) An operation status report of the foreign trade promotion organization in the most recent one (01) year;
(vii) The appointment document and curriculum vitae of the head, and curricula vitae of the personnel belonging to the Representative Office in Vietnam.
Note: The types of documents specified in items (ii), (iii), (iv), (v), (vi), and (vii) above must be translated into Vietnamese; the documents specified in items (ii), (iii), (iv), and (vii) must be consularly legalized in accordance with the provisions of Vietnamese law.
The foreign trade promotion organization may choose one of the following methods to submit the dossier:
– Submitting via postal services to the Licensing Authority.
– Submitting directly at the Single-Window Department of the Licensing Authority. The person submitting the dossier must possess a letter of introduction or authorization from the organization, translated into Vietnamese and consularly legalized in accordance with the provisions of Vietnamese law.
– Submitting online legally valid electronic dossier components via the National Public Service Portal or the provincial administrative procedure resolution information system.
– Within a time limit of fifteen (15) working days from the date of receipt of a complete dossier, the Licensing Authority shall consider and issue the License for Establishment of the Representative Office to the foreign trade promotion organization; in case of refusal, the Licensing Authority must provide a written response clearly stating the reasons. In cases where opinions from the Ministry of Public Security and the Ministry of National Defense must be sought pursuant to the provisions of Clause 8, Article 26 of Decree No. 28/2018/ND-CP, the matter must be resolved within forty (40) days from the date of receipt of a complete dossier.
After issuing the License for Establishment of the Representative Office of the foreign trade promotion organization in Vietnam, the Licensing Authority shall send an electronic copy of the License to the Ministry of Industry and Trade, the Ministry of National Defense, the Ministry of Public Security, the Departments of Industry and Trade of provinces and centrally-run cities nationwide, and provincial-level agencies where the Representative Office is located, including: the People’s Committee of the province or centrally-run city, the tax authority, the statistics authority, and the police authority, and shall publish it on the website of the Licensing Authority.
Within forty-five (45) days from the date of issuance of the Establishment License, the Representative Office must announce its operations by publishing an announcement in a permitted print or electronic newspaper in Vietnam for three (03) consecutive issues. The contents of the announcement shall include:
– The name and head office address of the Representative Office;
– The name and head office address of the foreign trade promotion organization;
– The head of the Representative Office;
– The number, date of issuance, and validity period of the License for Establishment of the Representative Office, and the Licensing Authority;
– The scope of operations of the Representative Office.
