Application for Registration of Franchise Business Activities in Vietnam

1. Regulations on the registration of franchise business activities in Vietnam

According to Article 17 and Article 17a of the Combined Document 15/VBHN-BCT, the regulations on the registration of franchise business activities are as follows:

- Before conducting franchise business activities, Vietnamese or foreign traders planning to grant franchises must register their franchise business activities with the competent authority as prescribed in Decree 35/2006/ND-CP.

- The competent authority for registering franchise business activities is responsible for registering the franchise business activities of the trader in the Register of Franchise Business Activities and notifying the trader in writing of the registration.

- The following cases are not required to register for franchising:

+ Domestic franchising;

+ Franchise from Vietnam to abroad.

- For cases that are not required to register for franchising, they must perform the reporting system to the Department of Industry and Trade. (Traders periodically perform the reporting system with the Department of Industry and Trade no later than January 15 of each year according to the model in Part B of Appendix III of Circular 09/2006/TT-BTM)

Article 18 of the Combined Document 15/VBHN-BCT stipulates that the Ministry of Industry and Trade is responsible for registering franchise business activities for franchising from abroad into Vietnam, including franchising activities from export processing zones, free trade zones or other customs areas into the territory of Vietnam under the regulations of Vietnamese law.

Therefore, for the case of domestic franchises or franchises from Vietnam to abroad, the traders do not need to register for franchising at the Ministry of Industry and Trade. They only need to report to the Department of Industry and Trade. For the case of a foreign trader granting franchises into Vietnam, it is necessary to register for franchise business activities.

2. Documents required for the registration of franchise business activities in Vietnam

According to the provisions of Clause 2, Section II of Circular 09/2006/TT-BTM (amended by Article 6 of Circular 04/2016/TT-BCT), the documents required for the registration of franchise business activities at the Ministry of Industry and Trade are as follows:

(1) Application for the registration of franchise business activities according to MĐ-2 form in Appendix II attached to Circular 09/2006/TT-BTM;

 Form MD-2: Download

(2) Overview of franchise business activities according to the form in Appendix III attached to Circular 09/2006/TT-BTM;

(3) A copy of the business registration certificate or equivalent document of a foreign trader certified by the competent authority of the country where the foreign trader is established in case of franchising from abroad into Vietnam;

(4) A copy from the original, a certified copy or a copy presented with the original for comparison of the industrial property protection certificate in Vietnam or abroad in case of transfer of the right to use industrial property objects that have been granted a protection certificate;

Note: Individuals and organizations who directly carry out administrative procedures at the agency have the right to choose to submit one of the three above forms of copy.

(5) Documents proving the approval of the original franchisor to allow the re-franchising in case the trader registering for franchise activities is a secondary franchisor.

Note:

- If the documents at (2), (4) and (5) are in a foreign language, they must be translated into Vietnamese and notarized by a notary office in Vietnam.

- If the copy of the business registration certificate or equivalent document of a foreign trader at (3) is in a foreign language, it must be translated into Vietnamese and certified by the Vietnamese diplomatic agencies abroad and legalized by the Ministry of Foreign Affairs of Vietnam in accordance with the provisions of Vietnamese law.

3. Procedures for registering franchise business activities in Vietnam

According to the provisions of Clause 5, Section II of Circular 09/2006/TT-BTM, the procedures for registering franchise business activities are as follows:

- The registration authority shall receive the application for registration of franchise business activities.

- When receiving the application for registration of franchise business activities, the registration authority shall issue a receipt. The receipt is made in 03 copies according to the TB-1A form in Appendix II attached to Circular 09/2006/TT-BTM, 01 copy is given to the trader registering for franchise business activities and 02 copies are kept at the registration authority;

TB-1A form Download

- For incomplete or invalid dossiers, within a maximum of 02 working days from the date of receiving the dossier, the registration authority shall notify the trader who submitted the dossier in writing, according to the TB-2A form in Appendix II attached to Circular 09/2006/TT-BTM, to request supplementation and completion of the dossier.

The processing time of the dossier is calculated from the time the trader registering for franchise business activities supplements the complete dossier;

TB-2A form Download

- The trader registering for franchise business activities has the right to request the registration authority to clarify the requirements for supplementation and completion of the dossier. The registration authority is responsible for responding to that request of the trader.

Therefore, traders registering for franchise business activities at the competent registration authority need to prepare the necessary documents and follow the procedures as required above. Traders registering for franchise business activities are entitled to supplement the dossier when necessary. They must also be approved by the competent registration authority.

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