The establishment, operation, and rights and obligations of Vietnam-based representative offices and branches of foreign traders

The Government has just issued Decree detailing the Commercial Law regarding Vietnam-based representative offices and branches of foreign traders.This Decree details the Commercial Law regarding the establishment, operation, and rights and obligations of Vietnam-based representative offices and branches of foreign traders. The establishment of representative offices and branches of foreign traders that operate in sectors regulated by specialized legal documents must comply with such specialized legal documents.
Conditions for grant of representative office establishment licenses
A foreign trader may be licensed to establish a representative office when meeting the following conditions:
+ The foreign trader has been established or has registered its operation under the law of a country or territory being member to a treaty to which Vietnam is a contracting party or recognized by the law of such country or territory.
+ The foreign trader has been operating for at least one year since its establishment or business registration.
+ In case the foreign trader’s business registration certificate or equivalent paper indicates its term of operation, the remaining term must be at least one year by the date of submission of the application.
+ Contents of operation of the representative office must comply with Vietnam’s commitments in treaties to which Vietnam is a contracting party.
+ In case contents of operation of the representative office fail to comply with Vietnam’s commitments or the foreign trader is not located in a country or territory being member to a treaty to which Vietnam is a contracting party, the establishment of such representative office shall be approved by the minister of the ministry or the head of the ministerial- level agency performing the specialized management of the sector concerned (below referred to as the minister of the line ministry).
A foreign trader may be licensed to establish a branch when meeting the following conditions:
+ The foreign trader has been established or has registered its operation under the law of a country or territory being member to a treaty to which Vietnam is a contracting party or recognized by the law of such country or territory.
+ The foreign trader has been operating for at least 5 years since its establishment or business registration.
+ In case the foreign trader’s business registration certificate or equivalent paper indicates its term of operation, the remaining term must be at least one year by the date of submission of the application.
+ Contents of operation of the branch must comply with Vietnam’s commitments to market access in treaties to which Vietnam is a contracting party and with the business lines of the foreign trader.
+ In case contents of operation of the branch fail to comply with Vietnam’s commitments or the foreign trader is not located in a country or territory being member to a treaty to which Vietnam is a contracting party, the establishment of such branch shall be approved by the minister of the line ministry concerned.
A dossier shall be made in one set, comprising:
a/ An application for a representative office establishment license, made according to a form set by the Ministry of Industry and Trade and signed by the foreign trader’s competent representative;
b/ A copy of the business registration certificate or equivalent paper of the foreign trader;
c/ The foreign trader’s document on appointment of head of the representative office;
d/ Copies of audited financial statements or documents proving the fulfillment of tax liabilities or financial obligations in the latest fiscal year or equivalent paper issued or certified by a competent agency or organization of the locality where the foreign trader was established proving the actual existence and operation of the foreign trader in the latest fiscal year;
dd/ A copy of the passport, people’ identity card or citizen’s identity card (for a Vietnamese) or a copy of the passport (for a foreigner) of the head of the representative office;
e/ Documents on the expected location of the representative office, comprising:
- A copy of the memo of understanding or location rental agreement or a document proving the right to use the location for opening the representative office;
- A copy of the document on the expected location of the representative office under Article 28 of this Decree and relevant laws.
A foreign trader may submit its dossier directly, by post or online (if applicable) to the licensing agency of a locality where its representative office is planned to be located. Within 3 working days after receiving the dossier, the licensing agency shall check and request the applicant to supplement its dossier if it is neither complete nor valid. The request for supplementation to the dossier shall be made only once during the handling of the dossier.
Within 45 days after granting, re-granted, modifying, extending or revoking a representative office or branch establishment license, a licensing agency shall post the following details on its website:
1. Name and address of the representative office or office of the branch.
2. Name and address of the head office of the foreign trader.
3. Head of the representative office or branch.
4. Serial number, date of grant and validity term of the representative office or branch establishment license, and the licensing agency.
5. Contents of operation of the representative office or branch.
6. Date of re-grant, modification, extension or revocation of the representative office or branch establishment license. 
This Decree takes effect on March 10, 2016.