Foreign enterprises in Vietnam must adjust their business licenses if they want to change their business rights?
What are the regulations on foreign traders conducting commercial activities in Vietnam?
According to the provisions of Clause 1, Article 6 of the 2005 Law on Commercial in Vietnam as follows:
Traders
1. Traders include lawfully established business entities that conduct commercial activities in an independent and regular manner and have business registrations.
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At the same time, based on Article 16 of the 2005 Law on Commercial in Vietnam stipulating as follows:
Foreign traders conducting commercial activities in Vietnam
1. Foreign traders mean traders established and making their business registrations according to the provisions of foreign laws or recognized by foreign laws.
2. Foreign traders are entitled to set up their representative offices or branches in Vietnam; to establish in Vietnam foreign-invested enterprises in the forms provided for by Vietnamese law.
3. Vietnam-based representative offices and branches of foreign traders have the rights and obligations specified by Vietnamese law. Foreign traders shall be held responsible before Vietnamese law for all activities of their Vietnam-based representative offices and branches.
4. Foreign-invested enterprises established in Vietnam by foreign traders according to the provisions of Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a contracting party shall be regarded as Vietnamese traders.
Thus, foreign traders (including lawfully established business entities that conduct commercial activities in an independent and regular manner) mean traders established and making their business registrations according to the provisions of foreign laws or recognized by foreign laws.
Foreign enterprises in Vietnam must adjust their business licenses if they want to change their business rights?
Foreign enterprises in Vietnam must adjust their business licenses if they want to expand their business rights?
Regarding the above problem, the Ministry of Industry and Trade has issued Official Dispatch No. 2095/BCT-KHTC in 2023 guiding the similar case for Sojitz Vietnam Co., Ltd. as follows:
According to business license No. 0307636500/KD-0317 issued by the Department of Industry and Trade of Ho Chi Minh City for the second adjustment on December 2, 2019, the Company has been licensed to perform:
- Acting as commercial brokerage and representing traders between Vietnamese and foreign traders in conducting activities of buying and selling goods for which Sojitz Vietnam Co., Ltd. is authorized to distribute in Vietnam.
The Ministry of Industry and Trade shall base on the following regulations to answer the above problem:
2. According to the provisions of Clause 1, Article 6 of the 2005 Law on Commercial in Vietnam: “Traders include lawfully established business entities that conduct commercial activities in an independent and regular manner and have business registrations.”.
3. According to the provisions of Clause 1, Article 10 of the 2005 Law on Commercial in Vietnam: " Foreign traders mean traders established and making their business registrations according to the provisions of foreign laws or recognized by foreign laws.".
However, the regulation that foreign traders mean traders established and making their business registrations according to the provisions of foreign laws or recognized by foreign laws is the content specified in Clause 1, Article 16 of the 2005 Law on Commercial in Vietnam on foreign traders conducting commercial activities in Vietnam.
Regarding the issue of foreign enterprises having to adjust their business licenses, if they want to conduct business activities different from the contents of their business licenses, in principle, the company is allowed to carry out brokerage and representative business activities between Vietnamese traders and foreign traders in accordance with the provisions of the business license and the provisions of the Law on Commercial on "traders" and "foreign traders".
In case the Company wishes to carry out commercial brokerage activities, the trader's representative has content/objects different from those specified in the business license, the Company needs to carry out procedures for adjusting the business license in accordance with the provisions of Decree No. 09/2018/ND-CP.
What are the procedures for foreign enterprises to adjust their business licenses in Vietnam?
Pursuant to the provisions of Article 16 of Decree No. 09/2018/ND-CP on the procedures for adjusting business licenses in Vietnam as follows:
Procedures for changing to business license
1. An application shall be submitted within 10 working days from the date on which the modified business registration certificate is obtained as prescribed in Points a and b Clause 1 Article 11 hereof.
2. Procedures shall be done in accordance with Article 13 of this Decree.
3. Within 5 working days from the date on which the modified business license, the foreign-invested business entity shall return the former business license to the licensing agency.
Thus, FDI enterprises make adjustments to their business licenses in the following procedures:
First of all, the enterprise shall send a dossier of business license adjustment to the licensing agency.
Within 10 working days from the date on which the modified business registration certificate is obtained as prescribed in Points a and b Clause 1 Article 11 of Decree No. 09/2018/ND-CP shall be recorded.
- Procedures shall be done in accordance with Article 13 of Decree No. 09/2018/ND-CP.
- Within 5 working days from the date on which the modified business license, the foreign-invested business entity shall return the former business license to the licensing agency.
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