According to the Law on Commerce in 2014, Foreign traders may set up their representative offices or branches in Vietnam; Establishing in Vietnam foreign-invested enterprises in the forms prescribed by Vietnamese law.
The concept of a branch of a foreign trader in Vietnam is understood as a dependent unit of a foreign trader, which is established and operates in Vietnam in accordance with the provisions of Vietnamese law or treaty that The Socialist Republic of Vietnam is a member.
1. Conditions for a foreign trader to set up a branch in Vietnam:
Foreign traders shall be granted licenses for the establishment of branches in Vietnam when fully satisfying the following conditions:
- Foreign traders established and registered under the provisions of national laws and/or geographical areas, which are parties to treaties which Vietnam is a contracting party or recognized by the laws of these countries or territories
- Foreign traders have been operating for at least 5 years since their establishment or registration;
The duration of License for the establishment of a branch of a foreign trader is 5 years but not exceeding the remaining duration of the business registration certificate or equivalent paper of the foreign trader in cases where such papers contain time limits.
2. Competent Agencies to grant licenses:
Ministry of Industry and Trade Is the agency issuing, re-granting, amending, supplementing, extending and withdrawing the license for the establishment of a branch of a foreign trader.
3. General conditions for dossiers of application for establishment licenses of branches
- Papers issued or certified by competent foreign agencies must be consularly legalized in accordance with Vietnamese law and translated into Vietnamese; The translation must be notarized in accordance with Vietnamese law.
- Copies of papers issued or certified by competent Vietnamese agencies must be notarized in accordance with the provisions of Vietnamese law.
4. Cases of refusal to grant branch establishment permits:
- Failing to satisfy the criteria in the article 1 above;
- Foreign traders only deal in goods and services on the list of prohibited goods and services in accordance with the law of Vietnam;
- Foreign traders applying for a license for the establishment of a branch within 02 years from the date of revocation of the license for the establishment in Vietnam.
- There is evidence that the establishment of a branch detrimental to national defense, security, social order and safety, historical and cultural traditions, ethics, fine customs and traditions of Vietnam and the health of the people, destroying the environment.
- Submission of invalid dossiers and failure to supplement the dossiers at the request of the agencies competent to grant permits.
5. Time limit for issuance of a license:
- Within 3 working days after receiving the dossier, the Ministry of Industrial and Trade shall examine and request the supplement if the dossier is incomplete or invalid. Requests for supplementary records are made at most once during the processing of applications.
- Within 7 working days after receiving complete and valid dossiers, the granting agencies shall grant or not grant the license for the establishment of branches for foreign traders. In case of refusal, the reasons therefor must be clearly stated.
6. Operation announcement:
Within 15 days from the date of issuance of the license for the establishment of a branch, the licensing agency shall publish on their website contents include:
- Name and address of the head office of the branch;
- Name and address of the head office of the foreign trader;
- The head of the branch;
- Number, date of issuance and term of license for establishment of branch, licensing agency;
- Contents of operation of branches;
7. Activities of the branch:
- The branch may carry out the activities stated in the establishment license and in accordance with the provisions of law;
- Where a branch operates in areas where the law requires that conditions permit, branches may operate only when they satisfy the prescribed conditions;
- Business conditions are the requirements that a branch must have or must carry out when conducting a specific business activity, which is reflected in the business license, business qualification certificate, occupations, certificates of occupational insurance, requirements on legal capital or other requirements stipulated in the law on enterprises.
8. Open bank account:
- Branches are allowed to open payment accounts in foreign currencies and in Vietnam dong at banks licensed to operate in Vietnam in service of their operations;
- In special cases, branches may open accounts at overseas banks after they are approved by the State Bank of Vietnam. Branches shall report to the State Bank of Vietnam on the use of accounts opened overseas.
- The opening, use and closure of branches' accounts shall comply with the regulations of the State Bank of Vietnam.
9. Rights and obligations of branches and heads of branches
Branches and heads of branches shall exercise their rights and perform their obligations according to the provisions of the Commercial Law and the following regulations:
- Branches must not perform the function of representing other traders and may not sublease their branch office.
- The head of a branch of a foreign trader must not concurrently hold the following positions:
+ The head of the representative office of the same foreign trader in Vietnam;
+ The head of the representative office or branch of another foreign trader in Vietnam.
10. Obligations of foreign traders to the branch:
- Foreign traders must take responsibility before Vietnamese law for all activities of their branches in Vietnam;
- The head of the branch shall take responsibility for his / her activities and of the branch under the Vietnamese law in case of carrying out activities beyond the authorized scope;
- At least 15 days before the branch terminates its operation, the foreign trader or branch shall have to pay debts and fulfill other obligations to the State, concerned organizations and individuals as prescribed under the law;
- Within 60 days after terminating the operation of the branch, the foreign trader shall have to repay all debts and fulfill other obligations to the State, concerned organizations and individuals according to the provisions of law.
MINH KHUE LAW FIRM CO., LTD
Add: Floor 2, Fafim building, 19 Nguyen Trai, Thanh Xuan district, Ha Noi city
Phone to request for legal consultancy service for foreign investments, call: 0986.386.648 (Lawyer, Mrs. Dzung)
Online legal consultancy office and appointment for a consultation at the office: 1900.6162 (Press 7)
Look forward to cooperation with clients!