Dossiers of application for registration of franchising in Vietnam

What is commercial franchise?

Pursuant to the provisions of the Commercial Law 2005, commercial franchise means a commercial activity whereby franchisors permit and require franchisees to undertake by themselves to purchase or sell goods or provide services on the following conditions:

- The purchase or sale of goods or provision of services shall be conducted in accordance with methods of business organization prescribed by franchisors and associated with the franchisors’ trademarks, trade names, business knows-how, business slogans, business logos and advertisements.

- Franchisors shall be entitled to supervise and assist franchisees in conducting their business activities.

Dossiers of application for registration of franchising in Vietnam (Internet image) 

Dossiers of application for registration of franchising in Vietnam

Pursuant to the provisions of Article 19 of Decree 35/2006/ND-CP and Clause 4, Article 3 of Decree 120/2011/ND-CP, a dossier of application for registration of franchising comprises:

(1) An application for registration of franchising, made according to the form guided by the Ministry of Trade.

(2) A written introduction of franchising, made according to the form set by the Ministry of Trade.

(3) Written certifications of:

= The legal status of the intended franchisor;

= Industrial property right protection titles in Vietnam or a foreign country in case of licensing industrial property subject matters for which protection titles have been granted.

Note, the documents mentioned in section (2) and section (3) must be consularly legalized under Vietnamese law.

Procedures for registering franchising

Pursuant to the provisions of Article 20 of Decree 35/2006/ND-CP, an intended commercial franchisor shall register franchising according to the following procedures:

- Sending a dossier of application for registration of franchising to the competent state agency defined in Article 18 of this Decree;

- Within 5 working days after receiving complete and valid dossier, the competent state agency shall register franchising in the franchising register and notify in writing the traders of such registration.

- Where the dossier is incomplete or invalid, the competent state agency shall, within 2 working days after receiving such dossier, notify such in writing to the intended franchisor for supplementation and completion of its dossier;

- The time limits specified in this Clause shall not include the time for the intended franchisor to amend and supplement its dossier of application for registration of franchising;

- Past the time limits specified in this Clause, if the competent state agency refuses to effect the registration, it must notify such in writing to the intended franchisor, clearly stating the reasons for refusal.

Procedures for registering contracts on licensing of industrial property subject matters shall comply with the provisions of law on industrial property.

Revocation of franchising registrations in Vietnam

Pursuant to the provisions of Article 22 of Decree 35/2006/ND-CP, a trader's franchising registration shall be revoked in the following cases:

- The trader terminates its business operation or shifts to another business line;

- The trader has its business registration certificate or investment certificate withdrawn.

The agency that has effected the franchising registration shall publicly announce such registration revocation.

Mai Thanh Loi

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