What are the rights and obligations of Vietnam-based representative offices of foreign traders?
- What is the Vietnam-based representative office of foreign traders?
- What are the regulations on foreign traders conducting commercial activities in Vietnam?
- What is the application for the representative office establishment license?
- What are the rights and obligations of Vietnam-based representative offices of foreign traders?
What is the Vietnam-based representative office of foreign traders?
Pursuant to Clause 6, Article 3 of the 2005 Commercial Law of Vietnam providing for Vietnam-based representative offices of foreign traders
Vietnam-based representative office of a foreign trader means a dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market survey and a number of commercial promotion activities permitted by Vietnamese law.
What are the rights and obligations of Vietnam-based representative offices of foreign traders?
What are the regulations on foreign traders conducting commercial activities in Vietnam?
Pursuant to Article 16 of the 2005 Commercial Law of Vietnam stipulating foreign traders conducting commercial activities in Vietnam as follows:
- Foreign traders mean traders established and making their business registrations according to the provisions of foreign laws or recognized by foreign laws.
- 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.
- 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.
- 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.
What is the application for the representative office establishment license?
According to the provisions of Clause 2, Article 26 of Decree No. 28/2018/ND-CP, an application for the representative office establishment license includes:
- An application form made using the Form No. 01 in the Appendix hereof and signed by the competent representative of the foreign trade promotion organization;
- A written permission for the Vietnam-based representative office establishment license granted by a foreign competent authority or documentary evidences for the foreign trade promotion organization’s right to establish a foreign-based representative office;
- A copy of the establishment license or the equivalent;
- A copy of the Charter or operating regulation of the foreign trade promotion organization;
- Expected Charter or operating regulation of the Vietnam-based representative office;
- A report on the foreign trade promotion organization’s operation in the past year;
- A letter of appointment and profile of the head, profiles of personnel of the Vietnam-based representative office;
- Copies of contracts, agreements or relevant documents about the location of the representative office;
- The documents mentioned in Points b, c, d, dd, e and g of this Clause shall be translated into Vietnamese. The documents mentioned in Points b, c, d and g shall be consularly legalized in accordance with Vietnam’s applicable laws.
What are the rights and obligations of Vietnam-based representative offices of foreign traders?
Pursuant to Article 17 of the 2005 Commercial Law of Vietnam stipulating the rights of Vietnam-based representative offices of foreign traders as follows:
- To operate for the purposes, within the scope and duration stipulated in their establishment licenses.
- To rent offices, rent and purchase equipment and facilities necessary for their operations.
- To recruit Vietnamese and expatriate employees to work for them according to the provisions of Vietnamese law.
- To open accounts in foreign currencies or foreign currency-based Vietnam dong at banks licensed to operate in Vietnam, and to be allowed to use those accounts solely for their operations.
- To have seals bearing their names according to the provisions of Vietnamese law.
- To have other rights as defined by law.
Obligations of representative offices of a foreign trader in Vietnam are specified in Article 18 of the 2005 Commercial Law of Vietnam as follows:
- Not to directly conduct profit-generating activities in Vietnam.
- To conduct commercial promotion activities within the scope permitted by the 2005 Commercial Law of Vietnam.
- Not to enter into contracts, not to amend or supplement contracts already entered into by foreign traders, except where chief representatives obtain valid letters of authorization from foreign traders or other cases specified in Clauses 2, 3 and 4, Article 17 of the 2005 Commercial Law of Vietnam.
- To pay taxes, fees and charges, and fulfil other financial obligations provided for by Vietnamese law.
- To report on their operations according to Vietnamese law.
- To have other obligations as defined by Vietnamese law.
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