THE GOVERNMENT -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ----------
No: 72/2006/ND-CP	Hanoi, July 25, 2006

DECREE

DETAILING THE TRADE LAW’S REGULATIONS ON REPRESENTATIVE OFFICES, BRANCHES OF FOREIGN BUSINESSES IN VIETNAM

THE GOVERNMENT

Pursuant to the Government Organization Law dated December 2, 2001;

Pursuant to the Commercial Law dated June 14, 2005;

Upon on the Minister of Trade’s proposal,

HEREBY DECREES:

Chapter I:

GENERAL REGULATIONS

Article 1:Scope of effect

1. The Decree details implementation of the Commercial Law’s regulations on establishment, operation, interests and obligations of representative offices of foreign businesses in Vietnam; and Branches of foreign businesses, operating in goods purchasing and carring out other activities directly related to goods purchasing.

2. Representative offices and branches of foreign-invested businesses established in Vietnam are not under scope of effect of the Decree.

Article 2: Rights for establishment of representative offices, branches of foreign businesses in Vietnam.

1. Foreign businesses can establish their representative offices in Vietnam (hereinafter “Representative offices”) in accordance with Articles 16, 17, 18 and 22 of the Commercial Law and the regulations as specified in the Decree.

2. Foreign businesses can establish their branches in Vietnam (hereinafter “Branches”) in accordance with Vietnam’s commitments in international agreements that the country in a member to carry out goods purchasing activities and other activities directly related to goods purchasing in accordance with Articles 16, 19, 20 and 22 of the Commercial Law and the regulations as specified in the Decree.

Minister of Trade, based on international agreements that Vietnam is a party, is assigned to declare and provide instructions to goods purchasing and other related to good purchasing activities carriying out by branches of foreign businesses in Vietnam.

3. Representative offices, branches are subsidiaries of foreign businesses. cannot establish representative offices, branches affiliate to representative offices, branches.

4. Representative offices, branches of foreign businesses that operate in specialized trade fields (e.g banking and finance, legal services, culture, education, tourism or others in accordance with the law) fall under other legal writtings are to be enforced by those.

Article 3: Agencies in charge of licencing establishment of representative offices, branches

1. The Ministry of Trade is responsible for issuance, re-issuance, modification, supplement, renewal and revocation of Licence for establishment of branches to operate in the fields as specified in sub-Article 2, Article 2 of the Decree.

2. Local Departments of Trade, Departments of Trade and Tourism (jointly known as Departments of Trade) are in charge of issuance, re-issuance, modification, supplement, renewal and revocation of Licence for establishment of representative offices.

Chapter II:

ISSUANCE, RE-ISSUANCE, MODIFICATION, SUPPLEMENT AND RENEWAL OF LICENCE FOR ESTABLISHMENT OF REPRESENTATIVE OFFICES, BRANCHES.

Article 4:Conditions on issuance of Licence for establishment of representative offices, branches

1. Foreign businesses are to be granted Licence for establishment of representative offices, branches in Vietnam if they meet the following conditions:

a. Being recognized as legal business by countries or territories (jointly known as countries) of business registration;

b. Having operated for no less than 01 year since legal establishment or valid business registration in the countries of origin;

2. Foreign businesses are to be granted Licence for establishment of branches in Vietnam if they meet the following conditions:

a. Being recognized as legal businesses by countries or territories (jointly known as countries) of business registration;

b. Having operated for no less than 05 years since legal establishment or valid business registration in the countries of origin;

3. Licence for establishment of representative offices, branches expire in five years but no more than expirition date of business registration or equal documents of foreign businesses in case foreign legislation establishes such a date.

Article 5: Application dossier for Licence for establishment of representative offices, branches

1. Application dossier for Licence for establishment of representative office includes:

a. Application for establishment of representative office in accordance with forms issued by the Ministry of Trade. The Application must be signed by legal representative of the foreign business;

b. Copy of the business entity’s Registration Certificate or other alternative documents certified by competent agencies of the country where the business is established. If the Business Registration Certificate or alternative documents have expiry date for business entity’s operation, the remaining time must be at least one year;

c. Audited financial reports or other alternative documents proving real existence and operation of the foreign business in the latest fiscal year;

d. Copy of Corporate Charter, applied to those which are economic organizations.

2. Application dossier for Licence for establishment of branch includes:

a. Application for establishment of branch in accordance with forms issued by the Ministry of Trade. The Application must be signed by legal representative of the foreign business;

b. Copy Corporate Charter of the branch, specifying scope of authorization of the branch’s head;

c. Copy of the Business Registration Certificate or other alternative documnets certified by competent agencies of the country where the business was established. If the Business Registration Certificate or alternative documents have an expiry date , the remaining time must be at least three years;

d. Audited financial reports or other alternative papers proving real existence and operation of the foreign business in the latest fiscal year;

3. Documents as mentioned in sub-Articles 1b, 1c, and Sub-Aritle 2b, 2c and 2d must be translated into Vietnamese, certified by the overseas diplomatic representative office in Vietnam and legalized in accordance withVietnamese laws.

Article 6: Rejection to grante Licence for establishment of representative offices, branches:

The agencies in charge of granting Licenses for establishment of representative offices, branches shall not grant the Licence for to foreign businesses in the following cases:

1. Foreign business does not meet conditions as specified in sub-Articles 1 and 2, and Article 4 of the Decree.

2. Foreign business trades in goods and services that are included in the List of prohibited goods and services under Vietnamese laws.

3. Foreign business applying for Licence for establishment of representative offices, branches within two years since revocation of Licence for establishment of representative office, branch in Vietnam in accordance sub-Article 2, Article 28 of the Decree.

4. There are evidences that establishment of the representative offices, branches is harmful to people’ health, national defense, security, social order, historic traditions, culture and ethics and other customs of Vietnam or brings damages to natural resources and the environment.

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