Regulations on the establishment of operating office of foreign investor to business cooperation contract in Vietnam

Regulations on the establishment of operating office of foreign investor to business cooperation contract in Vietnam
Lê Trương Quốc Đạt

What are the regulations on the establishment of operating office of foreign investor to business cooperation contract in Vietnam? - Diem Khuyen (Tra Vinh, Vietnam)

Quy định về thành lập văn phòng điều hành của nhà đầu tư nước ngoài trong hợp đồng BCC

Regulations on the establishment of operating office of foreign investor to business cooperation contract in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. What is BBC?

According to Clause 14, Article 3 of the Law on Investment 2020, business cooperation contract (BCC) means a contract between investors for business cooperation and distribution of profits or products without establishment of a business organization.

2. Regulations on the establishment of operating office of foreign investor to business cooperation contract in Vietnam

Regulations on the establishment of operating office of foreign investor to business cooperation contract under Article 49 of the Law on Investment 2020 are as follows:

- A foreign investor to a business cooperation contract may establish an operating office in Vietnam to execute the contract. The location of the operating office shall be decided by the foreign investor depending on the requirements for contract execution.

- The operating office of a foreign investor to a business cooperation contract has its own seal; the foreign investor may open an account, hire employees, sign contracts and carry out business activities under the business cooperation contract and Certificate of registration of operating office.

- The foreign investor to the business cooperation contract shall submit the application for registration of operating office to the investment registration authority of the area where the operating office is intended to be located.

- An application for establishment of an operating office consists of:

+ An application form which specifies the name and address of the representative office in Vietnam (if any) of the foreign investor to the business cooperation contract; name and address of the operating office; contents, duration, and operating scope of the operating office; full name, residence, ID Card or Citizen ID Card number or passport number of the head of the operating office;

+ The decision of the foreign investor to the business cooperation contract for establishment of an operating office;

+ A copy of the decision to appoint the head of the operating office;

+ A copy of the business cooperation contract.

- Within 15 days from the receipt of the application prescribed in Clause 4 of this Article, the investment registration authority shall issue the Certificate of registration of operating office to the foreign investor to the business cooperation contract.

3. Shutdown of operating office of foreign investor to business cooperation contract in Vietnam

Shutdown of operating office of foreign investor to business cooperation contract under Article 50 of the Law on Investment 2020 as follows:

- Within 07 working days from the day on which the decision to shut down the operating office is issued, the foreign investor shall send a folder to the investment registration authority of the area where the operating office is located.

- The folder consists of:

+ A decision to shut down the operating office in the case of shutdown of the operating office ahead of schedule;

+ A list of creditors and amount of debts which have been paid;

+ A list of employers and their benefits provided;

+ A tax authority’s certification of fulfillment of tax liability;

+ A social security authority’s certification of fulfillment of social insurance obligations;

+ The certificate of operating office registration;

+ A copy of the investment registration certificate;

+ A copy of the business cooperation contract.

- Within 15 days from the receipt of the application prescribed in Clause 2 of Article 50 of the Law on Investment 2020, the investment registration authority shall issue the decision to shut down the operating office.

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