There are many ways for foreign traders to affirm their position as well as their brand to Vietnam such as registration of establishment of economic organizations, registration of investment, the establishment of branches, etc. This includes the establishment of a representative office. Representative offices act as a bridge to help foreign traders more conveniently communicate and work with customers and state agencies in Vietnam but do not need to do business.

Here, let’s find out with Pham Consult one of the procedures related to a representative office, which is to change the chief of a representative office of a foreign trader.

1. Does the License for Establishment Representative Office has to be adjusted when changing the chief of the representative office?

According to Article 15 (3) Decree 07/2016/ND-CP on detailed regulations on the establishment of representative offices or branches of foreign traders in Vietnam, stipulating cases in which the Licenses for the Establishment of representative offices need to amendment as below:

“Article 15: Cases of Adjustments to Licenses for Establishment of Branches or representative offices

Foreign traders shall apply for adjustments to Licenses for the Establishment of branches or representative offices in the following cases:

…

3. Replacement of the chief of the representative office or branch.

…”

Besides that, according to article 33 (6) in this Decree, the chief of representative office simultaneously meet the following conditions:

“Article 33. Chiefs of representative offices or branches

…

6. The chief of a representative office shall not concurrently hold the following titles:
7. a) The chief of a branch of the same foreign traders;
8. a) The chief of a branch of another foreign trader;
9. c) The legal representative of the same foreign trader or others;
10. d) The legal representative of a business organization incorporated in accordance with the Laws of Vietnam.

…”

2. Process for adjusting Licenses for the Establishment of representative offices

• Prepare the procedure

According to Article 16 of Decree 07/2016/ND-CP, in order to amend the Representative Office Establishment License, the following documents need to be prepared:

1. An application form for adjustments to the Licenses for the Establishment of representative offices using the form promulgated by the Ministry of Industry and signed by a competent representative of the foreign trader: form MD-3 issued with Circular No. 11/2016/TT-BCT.
2. Documents proving the content of the change, specifically: a letter of appointment of the new chief of the representative office; copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the new chief of the representative office; proof of fulfillment of personal income tax liabilities of the former chief of the representative office at the time of changes.
3. The original Licenses for the Establishment of representative offices.

Documents as proof of changes hereof (if the letter of appointment of the new chief of the representative office and copies of the passport of the chief being a foreigner are made in foreign languages) shall be translated into Vietnamese and a true copy in accordance with the laws of Vietnam.

Procedures for submitting the application for adjustment of the Representative Office Establishment License:

It is specified in Article 17, Article 25 of Decree 07/2016/ND-CP as follows:

Within 60 days of changes in items specified in Article 15 hereof, the foreign trader shall apply for adjustments to Representative Office Establishment License.

Method to apply: Foreign traders submit dossiers directly or by post or online (if eligible) to the licensing agency.

The time limit for processing dossiers: Within 03 working days from the date of receipt of dossiers, the licensing agency shall examine and request supplementation if the dossiers are incomplete or invalid. The request for additional records is made at most once during the processing of the application. Except for some cases of extending the time limit for processing dossiers:

+ 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 adjustment of operation contents of representative offices has not yet been regulated in specialized legal documents.

In these cases, 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 the application for the License for the Establishment of the representative office. 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 License for the Establishment 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. Therefore, the total processing time for these cases is 13 days.

Fee: 1,500,000 (one million five hundred thousand) VND/license and payable in Vietnam Dong (VND) (Article 4 of Circular No. 143/2016/TT-BTC).

Result: New License for the Establishment of the representative office.

Legal basic

• Decree No. 07/2016/ND-CP on detailed regulations on the establishment of representative offices or branches of foreign traders in Vietnam under laws on commerce
• Circular No. 11/2016/TT-BCT on forms prescribed in decree no. 07/2016/nd-cp dated January 25, 2016, of the government on guidelines for the law on commerce in terms of representative offices and branches of foreign traders in Vietnam
• Circular No. 143/2016/TT-BTC on providing for fees for processing of applications for the license to establish representative offices of foreign trade promotion organizations or foreign traders in Vietnam, and the collection and transfer thereof

Above is information about the procedure for changing the chief of a representative office. However, in reality, administrative procedures can be complicated and require professional expertise and work experience, especially for the changing procedures of the representative office of foreign enterprises.

 

PHAM CONSULT is a unit specializing in providing tax consulting services, financial consulting, accounting services, and preparing and paying salaries. Customers can contact us via hotline: (84-28) 3930 2487 or Facebook communication channel: http://bit.ly/phamconsult if they need support.