VI During their operations in Vietnam, foreign businesses may need to change the head of their branch due to organizational restructuring, changes in management personnel, or to meet business strategy requirements. However, this change is not only an internal matter but must also comply with Vietnamese laws and regulations regarding the licensing and registration of branch operations. Following the correct procedures and preparing complete documentation will help foreign businesses ensure the continuous operation of their branches and avoid unnecessary legal risks. Let’s explore the legal regulations related to the procedure for changing the head of a foreign business’s branch in Vietnam with Pham Consult.
- Legal Regulations Regarding the Head of a Branch of a Foreign Trader in Vietnam
According to Article 33 of Decree 07/2016/ND-CP, the Head of the Branch is responsible to the foreign trader for their own activities and those of the Branch within the scope authorized by the foreign trader.
The Head of the Branch is responsible for their own activities if they carry out activities outside the scope authorized by the foreign trader.
The Head of the Branch must authorize another person in writing to exercise the rights and obligations of the Head of the Branch according to the law when leaving Vietnam. This authorization must be with the consent of the foreign trader. The Head of the Branch remains responsible for the exercise of the delegated rights and obligations.
If the authorization period expires and the Head of the Branch has not returned to Vietnam and no other authorization has been given, the authorized person has the right to continue exercising the rights and obligations of the Head of the Branch within the scope of the authorization until the Head of the Branch returns to work at the Branch or until the foreign trader appoints another person to be the Head of the Branch.
If the Head of the Branch is absent from Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the Head of the Branch, or if the Head dies, goes missing, is detained, sentenced to imprisonment, or has their civil capacity restricted or lost, the foreign trader must appoint another person to be the Head of the Branch.
The Head of a Branch of a foreign trader may not concurrently hold the following positions:
– Head of a Representative Office of another foreign trader;
– Head of a Representative Office of the same foreign trader;
– The legal representative of an economic organization established in accordance with Vietnamese law.
- Change of the Head of a Branch of a Foreign Trader in Vietnam
According to Clause 3, Article 15 of Decree 07/2016/ND-CP, foreign traders must amend their Branch Establishment License in case of a change in the head of the branch.
The dossier for changing the head of a branch of a foreign trader in Vietnam is stipulated in Article 16 of Decree 07/2016/ND-CP, including the following documents:
– Application for amendment of the Branch Establishment License according to the form of the Ministry of Industry and Trade, signed by the authorized representative of the foreign trader;
– Document from the foreign trader appointing/designating the new head of the branch;
– Copy of passport or citizen identification card (if Vietnamese) or copy of passport (if foreign) of the new head of the branch;
– Documents proving that the former head of the branch has fulfilled their personal income tax obligations up to the time of the change;
– Original Branch Establishment License.
Note: In cases where the foreign trader’s document appointing/assigning the new head of the branch is in a foreign language and the copy of the new head’s passport is a foreigner, these documents must be translated into Vietnamese and certified according to Vietnamese law.
- Procedures for changing the Head of a branch of a foreign trader in Vietnam
Within 60 working days from the date of the change of the head of the branch, the foreign trader must amend the Branch Establishment License.
The foreign trader prepares and submits the application directly, by mail, or online (if applicable) to the Licensing Authority.
Within 3 working days from the date of receiving the application, the licensing authority will review the application and request additional documents if it is incomplete or invalid. The request for additional documents will be made a maximum of once during the entire application processing period.
Within 5 working days from the date of receiving a complete and valid application, the licensing authority will decide whether or not to amend the Branch Establishment License. If no amendment is made, a written explanation stating the reasons must be provided.
