Circular No. 01/2011/TT-BKHCN guiding the establishment and registration of operation for scientific and technological organizations with foreign investment capital, representative offices, and branches of foreign scientific and technological organizations in Vietnam.

CIRCULAR

Guidelines for the establishment and registration of scientific and technological organizations with foreign investment capital, representative offices, and branches of foreign scientific and technological organizations in Vietnam.

Representative offices, branches of foreign scientific and technological organizations in Vietnam

 ___________________________________________

Pursuant to the Law on Science and Technology dated June 9, 2000;

Pursuant to Decree No. 81/2002/NĐ-CP dated October 17, 2002 of the Government detailing the implementation of certain provisions of the Law on Science and Technology;

Considering the proposal of the Director of the Department of Evaluation, Appraisal, and Technology Inspection,

Pursuant to Decree No. 28/2008/NĐ-CP dated March 14, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Science and Technology,

The Minister of Science and Technology issues guidelines for the establishment and registration of scientific and technological organizations with foreign investment capital, representative offices, and branches of foreign scientific and technological organizations in Vietnam as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope and regulated subjects

This Circular guides the conditions for establishing and procedures for registering the activities of research organizations, scientific and technological research and development organizations, and scientific and technological service organizations with foreign investment capital in Vietnam (hereinafter referred to collectively as scientific and technological organizations with foreign investment capital); procedures for establishing, rights, and obligations of representative offices and branches of foreign scientific and technological organizations in Vietnam.

Article 2. Language used and form of submission of application

1. Documents and official papers submitted to Vietnamese state agencies must be in Vietnamese or in Vietnamese and a commonly used foreign language. In case of discrepancies between the Vietnamese version and the foreign language version, the Vietnamese version shall prevail.

Documents issued by competent authorities abroad or certified in the application file must be translated into Vietnamese and legalized by consular authentication.

2. Applications for the establishment and registration of activities of scientific and technological organizations with foreign investment capital, applications for licenses to establish representative offices and branches of foreign scientific and technological organizations in Vietnam shall be submitted directly or through the postal system to the Ministry of Science and Technology.

Chapter II

CONDITIONS FOR ESTABLISHMENT AND REGISTRATION PROCEDURES OF

SCIENTIFIC AND TECHNOLOGICAL ORGANIZATIONS WITH FOREIGN INVESTMENT CAPITAL

Article 3. Conditions for the establishment of scientific and technological organizations with foreign investment capital

Scientific and technological organizations with foreign investment capital may be established when they fully meet the conditions prescribed in Article 13 of Decree No. 80/2010/NĐ-CP dated July 14, 2010 of the Government on cooperation and investment with foreign countries in the field of science and technology (hereinafter referred to as Decree No. 80). Clauses b, c, and d of Article 13 of Decree No. 80 are specified as follows:

1. The charter of the organization must contain all basic contents as prescribed in Appendix I attached to this Circular. Among them, the scope of activities must be clearly and specifically stated, in compliance with Vietnamese laws.

2. The conditions regarding human resources in science and technology, headquarters, and technical facilities apply according to the provisions of Articles 5 and 6 of Circular No. 02/2010/TT-BKHCN dated March 18, 2010 of the Minister of Science and Technology guiding the establishment and registration of scientific and technological organizations (hereinafter referred to as Circular No. 02).

For cases where scientific and technological joint ventures are established between Vietnamese organizations and individuals and foreign organizations and individuals, the foreign capital share must account for at least 10% of the total registered capital of the organization and must not be less than 100,000,000 VND.

Article 4. Procedure and formalities for issuing decisions on the establishment of scientific and technological organizations with foreign investment capital

1. Organizations and individuals submit applications for establishment to the Office of Registration of Scientific and Technological Activities (hereinafter referred to as the Registration Office) under the Ministry of Science and Technology.

The procedure and formalities for issuing establishment decisions are carried out according to the provisions of Articles 14 and 15 of Decree No. 80, except in special cases, the Ministry of Science and Technology shall report to the Prime Minister for consideration and decision.

2. The Registration Office is responsible for receiving and examining the establishment files of scientific and technological organizations with foreign investment capital.

a) For scientific and technological organizations with foreign investment capital within the Prime Minister's authority to establish, the Registration Office prepares a review report and reports to the Minister of Science and Technology for submission to the Prime Minister.

If the Ministry of Science and Technology is assigned by the Prime Minister to approve the charter of scientific and technological organizations with foreign investment capital, within 15 days from the date of assignment, the Registration Office shall report to the Minister of Science and Technology to issue a decision approving the charter of scientific and technological organizations with foreign investment capital.

b) For scientific and technological organizations with foreign investment capital within the Minister of Science and Technology's authority to establish, the Registration Office examines and reports to the Minister of Science and Technology to issue a decision on establishment and a decision approving the charter of scientific and technological organizations with foreign investment capital.

c) When there are changes to the charter, the scientific and technological organization with foreign investment capital submits a request letter along with a draft charter to the Registration Office. Within 15 working days, the Registration Office shall report to the Minister of Science and Technology to issue a decision approving the amended or supplemented charter, or report to the Minister to submit to the Prime Minister for decision according to authority.

3. During the examination of the establishment files of scientific and technological organizations with foreign investment capital, if deemed necessary, the Registration Office has the right to:

a) Seek opinions from experts to examine the files and assess the capacity of the organization.

b) Have direct exchanges with representatives of scientific and technological organizations with foreign investment capital to clarify matters related to the establishment files.

c) Report to the Minister of Science and Technology for opinions from relevant agencies and organizations on fields of activity that have specific conditions set by the State.

d) Report to the Minister of Science and Technology for a decision to establish an examination committee for establishment files; the committee members include managers, experts, and scientists with expertise and credibility in relevant fields.

Article 5. Registration of activities of scientific and technological organizations with foreign investment capital

1. Foreign-invested scientific and technological organizations shall submit registration application for their activities to the Registration Office after being established and having their charter approved by the Prime Minister or the Ministry of Science and Technology within their respective jurisdictions.

2. The conditions and registration application for the activities of foreign-invested scientific and technological organizations shall be carried out in accordance with the provisions of Articles 3, 4, 5, and 6 of Circular No. 02.

3. Foreign-invested scientific and technological organizations shall pay fees and charges in accordance with the provisions of Circular No. 187/2009/TT-BTC dated September 29, 2009, issued by the Ministry of Finance, which stipulates the levels of collection, payment procedures, and management and utilization of fees for assessing the conditions for scientific and technological activities and charges for issuing certificates of registration for scientific and technological activities.

Article 6. Certificate of Registration for Scientific and Technological Activities

1. The Certificate of Registration for Scientific and Technological Activities shall be issued by the Ministry of Science and Technology to foreign-invested scientific and technological organizations according to the model prescribed in Appendix II attached to this Circular.

2. The validity period of the Certificate of Registration for Scientific and Technological Activities shall be consistent with the implementation period of the project recorded in the Investment Certificate of the organization.

In cases where foreign-invested scientific and technological organizations have registered their activities before Decree No. 80 takes effect, the Certificate of Registration for Scientific and Technological Activities may not specify the duration of effectiveness.

3. Provisions on the use, re-registration, amendment, supplementation, revocation, and cancellation of the Certificate of Registration for Scientific and Technological Activities of foreign-invested scientific and technological organizations shall be implemented in accordance with the provisions of Articles 8 and 9 of Circular No. 02.

Article 7. Registration of Representative Offices and Branches of Foreign-Invested Scientific and Technological Organizations

1. Foreign-invested scientific and technological organizations shall register their representative offices and branches at the Department of Science and Technology where the representative office or branch is located.

2. The conditions and registration application for representative offices and branches of foreign-invested scientific and technological organizations, the procedures and formalities for registration and revocation and cancellation of the Certificate of Operation shall be carried out in accordance with the provisions of Articles 11 and 12 of Circular No. 02.

3. When registering representative offices and branches, foreign-invested scientific and technological organizations must pay fees and charges in accordance with the provisions of Circular No. 187/2009/TT-BTC dated September 29, 2009, issued by the Ministry of Finance, which stipulates the levels of collection, payment procedures, and management and utilization of fees for assessing the conditions for scientific and technological activities and charges for issuing Certificates of Registration for Scientific and Technological Activities.

Chapter III

REPRESENTATIVE OFFICES AND BRANCHES OF FOREIGN

SCIENTIFIC AND TECHNOLOGICAL ORGANIZATIONS IN VIETNAM

Article 8. Conditions for Establishment and Application for Issuance of License to Establish Representative Offices and Branches of Foreign Scientific and Technological Organizations in Vietnam

1. Representative offices and branches of foreign scientific and technological organizations in Vietnam shall be established when they meet all establishment conditions and application documents prescribed in Articles 26 and 27 of Decree No. 80.

2. The application for issuance of the License to establish representative offices and branches of foreign scientific and technological organizations in Vietnam shall be prepared according to the model prescribed in Appendix III attached to this Circular.

Article 9. Contents of the License to Establish Representative Offices and Branches of Foreign Scientific and Technological Organizations in Vietnam

1. The License to establish representative offices and branches of foreign scientific and technological organizations in Vietnam shall be issued by the Ministry of Science and Technology and must include the following main contents:

a) Name and address of the headquarters of the representative office and branch.

b) Name and address of the headquarters of the foreign scientific and technological organization.

c) Information about the head of the representative office and branch.

d) Content of the activities of the representative office and branch.

đ) Number of Vietnamese and foreign staff working at the representative office and branch.

e) Number, date of issue, and validity period of the License.

2. The License to establish representative offices and branches of foreign scientific and technological organizations in Vietnam shall be issued according to the model prescribed in Appendix IV attached to this Circular.

Article 10. Procedures and Formalities for Issuing the License to Establish Representative Offices and Branches of Foreign Scientific and Technological Organizations in Vietnam

1. The Registration Office shall be responsible for receiving and examining applications for issuance of the License to establish representative offices and branches of foreign scientific and technological organizations in Vietnam.

2. After receiving complete and valid applications, the Registration Office shall examine the applications and submit a report to the Minister of Science and Technology for comments from the People's Committee of the province/city directly under the Central Government where the foreign scientific and technological organization places its representative office or branch headquarters, and relevant ministries and agencies on the following issues:

a) The operational situation of the foreign scientific and technological organization related to the locality (if any) and the opinion of the People's Committee of the province/city directly under the Central Government where the foreign organization places its representative office or branch headquarters.

b) The operational situation of the foreign scientific and technological organization with programs and projects related to ministries and sectors (if any).

c) Verification of personal information of the proposed heads of representative offices and branches in Vietnam (if necessary).

3. During the examination of applications for issuance of Licenses, amendments, supplements, and extensions, the Ministry of Science and Technology has the right to request foreign scientific and technological organizations to present relevant documents to prove if there are unclear information in the application.

4. During the examination of applications for issuance of Licenses for amendments, supplements, and extensions, if deemed necessary, within ten working days from the date of receipt of the application from the organization, the Ministry of Science and Technology shall take the lead and coordinate with relevant ministries and agencies to send a working group to conduct on-site inspections of the operations of representative offices and branches.

5. Foreign science and technology organizations registering to establish representative offices or branches in Vietnam shall pay fees and charges as prescribed in Circular No. 166/2010/TT-BTC dated October 27, 2010 of the Ministry of Finance on the collection, payment, management, and use of fees for reviewing conditions for scientific and technological activities and fees for issuing licenses to establish representative offices and branches of foreign science and technology organizations in Vietnam.

Article 11. Rights and obligations of representative offices and branches of foreign science and technology organizations in Vietnam

1. Representative offices and branches of foreign science and technology organizations in Vietnam shall have rights and obligations as stipulated in Article 13, Clause 1 and Clause 3 of Article 14 of Decree No. 06/2005/NĐ-CP dated January 19, 2005 of the Government on the establishment and operation of representative offices of foreign cooperation and research organizations in Vietnam.

2. Representative offices and branches of foreign science and technology organizations in Vietnam shall submit annual written reports to the Ministry of Science and Technology on their operational status in Vietnam according to the model specified in Appendix V attached hereto, and at the same time shall be responsible for reporting, providing documents, or explaining issues related to the operations of their representative offices and branches when requested by the Ministry of Science and Technology.

Article 12. Recruitment and management of personnel working at representative offices and branches of foreign science and technology organizations in Vietnam

1. The number of foreign nationals and Vietnamese nationals working at representative offices and branches is the number of staff members regularly working within the validity period of the license to establish representative offices and branches of foreign science and technology organizations in Vietnam and shall not exceed the number specified in the license.

2. In cases where representative offices and branches of foreign science and technology organizations in Vietnam are established under cooperation and research programs with partners being ministries, sectors, provincial people's committees, or centrally governed cities of Vietnam, the agreement must specify in detail the number of foreign employees and the duration of their work at the representative offices and branches in Vietnam. This agreement is one of the bases for the Ministry of Science and Technology to issue licenses to establish representative offices and branches of foreign science and technology organizations in Vietnam.

3. Recruitment of foreign nationals to work at representative offices and branches of foreign science and technology organizations in Vietnam shall be carried out in accordance with the laws on recruitment and management of foreign nationals working in Vietnam.

4. During the course of operation in Vietnam, if there are changes in the personnel recruited to work at representative offices and branches, the representative offices and branches must submit a report along with copies of relevant documents to the Registration Office within ten days from the date of change.

If representative offices and branches of foreign science and technology organizations in Vietnam need to change the number of foreign employees working there, they must obtain permission from the competent state authority.

Chapter IV

IMPLEMENTATION

Article 13. Investment projects related to the provisions at Amendment 1:2025 QCVN 07:2023/BXD issued accompanying this Circular that have been approved before this Circular takes effect shall continue to be implemented according to the regulations at the time of approval; the investment decision maker has the right to choose to apply Amendment 1:2025 QCVN 07:2023/BXD issued accompanying this Circular.

1. The Registration Office shall review certificates of registration for scientific and technological activities issued before this Circular takes effect and notify foreign-funded science and technology organizations in writing to re-register for certificates of registration for scientific and technological activities in accordance with this Circular.

The Ministry of Science and Technology will send notifications to foreign-funded science and technology organizations a maximum of three times, each time separated by thirty days. If, beyond this deadline, foreign-funded science and technology organizations do not complete the procedures to re-register for certificates of registration for scientific and technological activities as prescribed in this Circular, the Registration Office shall submit to the Minister of Science and Technology for the cancellation of the effectiveness of the certificates of registration for scientific and technological activities in accordance with the provisions.

2. Foreign-funded science and technology organizations established and registered for operation before the effective date of this Circular must complete the procedures to re-register for certificates of registration for scientific and technological activities in accordance with this Circular.

a) In cases of registering changes in registered capital structure (foreign side withdrawing capital or transferring capital to the Vietnamese side), foreign-funded science and technology organizations must submit a letter to the Registration Office, accompanied by a minutes of the meeting of the founding council or founders approving the withdrawal of foreign capital or the transfer of foreign capital to the Vietnamese side.

After ceasing to have foreign contributions, the organization shall register its activities with the Provincial Department of Science and Technology where the organization's headquarters is located in accordance with Point b, Clause 3, Article 8 of Circular No. 02.

b) In cases where the foreign side retains its share of capital contribution, foreign-funded science and technology organizations must complete the re-registration application in accordance with the provisions of this Circular.

Within fifteen working days from the date of receiving a valid application, the Registration Office shall submit to the Minister of Science and Technology for issuance of a new certificate of registration for scientific and technological activities for the organization in the form specified in Appendix II attached hereto, and simultaneously issue a decision recognizing the organization and approving its charter and activities.

3. Representative offices and branches of foreign science and technology organizations in Vietnam that have been granted establishment licenses may continue to operate in accordance with the contents specified in the licenses.

Article 14. Effectiveness

1. This Circular shall take effect 45 days from the date of signature.

2. Abolish the provision on the establishment of foreign-funded science and technology organizations at Point a, Clause 2, Article 1 of Circular No. 02.

During implementation, if difficulties arise, agencies and organizations are requested to promptly reflect them in writing to the Ministry of Science and Technology for consideration and decision./.