Decree No. 07/2016/ND-CP detailing the Law on Trade regarding Representative Offices and Branches of foreign traders in Vietnam

DECREE

DETAILING THE COMMERCE LAW ON REPRESENTATIVE OFFICES AND BRANCHES OF FOREIGN TRADERS IN VIETNAM

On the basis of Law on Government Organization dated June 19, 2015;

On the basis of The Commercial Law dated June 14, 2005;

Pursuant to Resolution No. Decision 71/2006/QH11 dated November 29, 2006 of the National Assembly approving the Protocol on Accession to the Agreement Establishing the World Trade Organization (WTO) of the Socialist Republic of Vietnam;

At the proposal of the Minister of Industry and Trade,

The Government promulgates this Decree to provide detailed provisions The Commerce Law on Representative Offices and Branches of Foreign Traders in Vietnam.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Decree details the implementation of the Commerce Law regarding the establishment, operation, rights, and obligations of Representative Offices and Branches of foreign traders in Vietnam.

2. In cases where the establishment of Representative Offices and Branches of foreign traders operating in industries specified in specialized legal regulations shall be carried out in accordance with such specialized legal regulations.

Article 2. Applicability

1. This Decree applies to foreign traders, Representative Offices, and Branches of foreign traders in Vietnam.

2. Representative Offices and Branches of economic organizations with foreign investment established in Vietnam are not subject to this Decree.

Article 3. Right to establish Representative Offices and Branches of foreign traders in Vietnam

1. Foreign traders may establish Representative Offices and Branches in Vietnam according to Vietnam's commitments under international treaties to which Vietnam is a party.

2. A single foreign trader may not establish more than one Representative Office or Branch with the same name within the territory of one province or centrally governed city.

Article 4. Obligations of foreign traders for the activities of Representative Offices and Branches

Foreign traders must bear full responsibility under Vietnamese law for all activities of their Representative Offices and Branches in Vietnam.

Article 5. Competence to issue Licenses for establishing Representative Offices

1. Departments of Industry and Trade of provinces and centrally governed cities where foreign traders plan to set up headquarters of Representative Offices outside industrial zones, export processing zones, economic zones, and high-tech parks shall carry out the issuance, reissuance, amendment, extension, revocation of Licenses for establishing Representative Offices, and termination of operations of Representative Offices when the establishment of Representative Offices is not provided for in specialized legal regulations.

2. Management Boards of industrial zones, export processing zones, economic zones, and high-tech parks (hereinafter referred to collectively as Management Boards) shall carry out the issuance, reissuance, amendment, extension, revocation of Licenses for establishing Representative Offices, and termination of operations of Representative Offices located within industrial zones, export processing zones, economic zones, and high-tech parks when the establishment of Representative Offices is not provided for in specialized legal regulations.

Article 6. Competence to issue Licenses for establishing Branches

The Ministry of Industry and Trade shall carry out the issuance, reissuance, amendment, extension, revocation of Licenses for establishing Branches, and termination of operations of Branches when the establishment of Branches is not provided for in specialized legal regulations.

Chapter II
PROVISIONS ON THE ISSUANCE, REISSUANCE, AMENDMENT, EXTENSION OF LICENSES FOR ESTABLISHING REPRESENTATIVE OFFICES AND LICENSES FOR ESTABLISHING BRANCHES

Article 7. Conditions for Issuing a License to Establish a Representative Office

A foreign trader shall be issued a license to establish a representative office when meeting the following conditions:

1. The foreign trader is established and registered for business in accordance with the laws of the country or territory participating in international treaties to which Vietnam is a party, or recognized by the laws of such countries or territories;

2. The foreign trader has been operating for at least one year from the date of establishment or registration;

3. In cases where the business registration certificate or equivalent document of the foreign trader specifies a term of operation, that term must still have at least one year remaining from the date of submission of the application;

4. The activities of the representative office must be consistent with Vietnam's commitments under international treaties to which Vietnam is a party;

5. In cases where the activities of the representative office are not consistent with Vietnam's commitments or the foreign trader does not belong to a country or territory participating in international treaties to which Vietnam is a party, the establishment of the representative office must be approved by the Minister of the specialized ministry managing the sector (hereinafter referred to as the Minister of the specialized ministry);

Article 8. Conditions for Issuing a License to Establish a Branch

A foreign trader shall be issued a license to establish a branch when meeting the following conditions:

1. The foreign trader is established and registered for business in accordance with the laws of the country or territory participating in international treaties to which Vietnam is a party, or recognized by the laws of such countries or territories;

2. The foreign trader has been operating for at least five years from the date of establishment or registration;

3. In cases where the business registration certificate or equivalent document of the foreign trader specifies a term of operation, that term must still have at least one year remaining from the date of submission of the application;

4. The activities of the branch must be consistent with Vietnam's market opening commitments under international treaties to which Vietnam is a party and consistent with the business sectors of the foreign trader;

5. In cases where the activities of the branch are not consistent with Vietnam's commitments or the foreign trader does not belong to a country or territory participating in international treaties to which Vietnam is a party, the establishment of the branch must be approved by the Minister of the specialized ministry;

Article 9. Term of the License to Establish a Representative Office, License to Establish a Branch

1. The license to establish a representative office, the license to establish a branch of a foreign trader shall have a term of five years but shall not exceed the remaining term specified in the business registration certificate or equivalent document of the foreign trader if such document specifies a term;

2. The term of the license to establish a representative office, the license to establish a branch issued again shall be the same as the term of the previously issued license;

3. The term of the license to establish a representative office, the license to establish a branch may be extended in accordance with the provisions of Clause 1 of this Article;

Article 10. Documents for Issuing a License to Establish a Representative Office

1. One set of documents including:

a) An application form for issuing a license to establish a representative office according to the model of the Ministry of Industry and Trade signed by the authorized representative of the foreign trader;

b) A copy of the business registration certificate or equivalent document of the foreign trader;

c) A document of the foreign trader appointing/naming the head of the representative office;

d) A copy of the audited financial report or a document confirming the fulfillment of tax or financial obligations in the most recent fiscal year or an equivalent document issued or confirmed by the competent authority where the foreign trader was established, proving the existence and operation of the foreign trader in the most recent fiscal year;

đ) A copy of the passport or identity card or citizen identification card (if the head of the representative office is a Vietnamese national) or a copy of the passport (if the head of the representative office is a foreign national);

e) Documentation regarding the proposed location of the representative office headquarters including:

- A copy of the memorandum of understanding or lease agreement or a document proving the foreign trader's right to exploit and use the location for the representative office headquarters;

- A copy of the documentation regarding the proposed location of the representative office headquarters as stipulated in Article 28 of this Decree and relevant laws;

2. The documents specified in Points b, c, d and đ (for the case of a copy of the passport of the head of the representative office being a foreign national) Clause 1 of this Article must be translated into Vietnamese and certified in accordance with Vietnamese law. The document specified in Point b Clause 1 of this Article must be certified or legalized by the diplomatic mission or consulate of Vietnam abroad in accordance with Vietnamese law.

Article 11. Procedures for Issuing a License to Establish a Representative Office

1. Foreign traders submit the application directly, through postal service, or online (if eligible) to the Licensing Authority at the location where the representative office is planned to be established.

2. Within three working days from the date of receiving the application, the Licensing Authority shall examine the application and request additional information if it is incomplete or invalid. The request for additional information may only be made once throughout the entire processing period.

3. Except for cases stipulated in Clause 4 of this Article, within seven working days from the date of receiving a complete and valid application, the Licensing Authority shall issue or refuse to issue a license to establish a representative office for foreign traders. In case of refusal, a written statement specifying the reasons must be provided.

4. In cases stipulated in Clause 5 of Article 7 of this Decree and in cases where the establishment of a representative office has not been specified in specialized legal documents, the Licensing Authority shall send a document seeking opinions from the relevant management ministry within three working days from the date of receiving a complete and valid application. Within five working days from the date of receiving the document requesting opinions from the Licensing Authority, the relevant management ministry shall provide a written statement expressing agreement or disagreement with issuing a license to establish a representative office. Within five working days from the date of receiving the opinion of the relevant management ministry, the Licensing Authority shall issue or refuse to issue a license to establish a representative office for foreign traders. In case of refusal, a written statement specifying the reasons must be provided.

Article 12. Documents Required for Issuing a License to Establish a Branch

1. One set of documents including:

a) A request for issuance of a license to establish a branch according to the model of the Ministry of Industry and Trade signed by the authorized representative of the foreign trader;

b) A copy of the business registration certificate or equivalent document of the foreign trader;

c) A document appointing the head of the branch issued by the foreign trader;

d) A copy of the audited financial report or a document confirming the fulfillment of tax or financial obligations in the most recent fiscal year or an equivalent document issued or confirmed by the competent authority where the foreign trader was established, proving the existence and operation of the foreign trader in the most recent fiscal year;

đ) A copy of the operating charter of the branch;

e) A copy of the passport or identity card or citizen identification card (if the person is Vietnamese) or a copy of the passport (if the person is a foreigner) of the branch head;

g) Documentation regarding the proposed location of the branch headquarters including:

- A copy of the memorandum of understanding or lease agreement or a copy of documentation proving that the trader has the right to exploit and use the location for the branch headquarters;

- A copy of documentation regarding the proposed location of the branch headquarters as prescribed in Article 28 of this Decree and related laws.

2. Documents specified in Points b, c, d, đ, and e (for the case of a copy of the passport of the branch head being a foreigner) of Clause 1 of this Article must be translated into Vietnamese and certified in accordance with Vietnamese law. Documents specified in Point b of Clause 1 of this Article must be certified or legalized by the diplomatic mission or consulate of Vietnam abroad in accordance with Vietnamese law.

Article 13. Procedures for Issuing a License to Establish a Branch

1. Foreign traders submit the application directly, through postal service, or online (if eligible) to the Licensing Authority.

2. Within three working days from the date of receiving the application, the Licensing Authority shall examine the application and request additional information if it is incomplete or invalid. The request for additional information may only be made once throughout the entire processing period.

3. Except for cases stipulated in Clause 4 of this Article, within seven working days from the date of receiving a complete and valid application, the Licensing Authority shall issue or refuse to issue a license to establish a branch for foreign traders. In case of refusal, a written statement specifying the reasons must be provided.

4. In cases stipulated in Clause 5 of Article 8 of this Decree and in cases where the establishment of a branch has not been specified in specialized legal documents, the Licensing Authority shall send a document seeking opinions from the relevant management ministry within three working days from the date of receiving a complete and valid application. Within five working days from the date of receiving the document from the Licensing Authority, the relevant management ministry shall provide a written statement expressing agreement or disagreement with issuing a license to establish a branch. Within five working days from the date of receiving the document from the relevant management ministry, the Licensing Authority shall issue or refuse to issue a license to establish a branch for foreign traders. In case of refusal, a written statement specifying the reasons must be provided.

Article 14. Cases Where a Representative Office Establishment Permit or a Branch Establishment Permit Will Not Be Issued

The issuing authority shall not issue a Representative Office Establishment Permit or a Branch Establishment Permit to foreign traders in the following cases:

1. Failure to meet one of the conditions stipulated in Article 7 for the case of applying for a Representative Office Establishment Permit or failure to meet one of the conditions stipulated in Article 8 for the case of applying for a Branch Establishment Permit.

2. A foreign trader applies for a Representative Office Establishment Permit or a Branch Establishment Permit within two years from the date their Representative Office Establishment Permit or Branch Establishment Permit was revoked in Vietnam according to Article 44 of this Decree.

3. The establishment of a Representative Office or a Branch is restricted under the provisions of law due to national defense, national security, public order, social safety, social morality, and public health.

4. Other cases as prescribed by law.

Article 15. Cases Where a Representative Office Establishment Permit or a Branch Establishment Permit Shall Be Amended

Foreign traders must go through procedures to amend a Representative Office Establishment Permit or a Branch Establishment Permit in the following cases:

1. Changing the name or address of the headquarters of the foreign trader.

2. Changing the business content of the foreign trader directly related to the business content of the Branch in Vietnam.

3. Changing the head of the Representative Office or Branch.

4. Changing the name of the Representative Office or Branch.

5. Changing the business content of the Representative Office or Branch.

6. Changing the address of the Representative Office within a province or centrally governed city or within a geographic area under the management of a Management Board.

7. Changing the address of the Branch.

Article 16. Documents for Amending a Representative Office Establishment Permit or a Branch Establishment Permit

1. One set of documents including:

a) An application form for amending a Representative Office Establishment Permit or a Branch Establishment Permit according to the model of the Ministry of Industry and Trade signed by the authorized representative of the foreign trader;

b) Documents proving the changes, specifically:

- In the case of amending a permit as provided for in Clause 1 of Article 15 of this Decree: A copy of the legal document issued by the competent authority certifying the change in the name or address of the headquarters of the foreign trader.

- In the case of amending a permit as provided for in Clause 2 of Article 15 of this Decree: A copy of the legal document issued by the competent authority certifying the change in the business content of the foreign trader.

- In the case of amending a permit as provided for in Clause 3 of Article 15 of this Decree: A document of the foreign trader appointing the new head of the Representative Office or Branch; a copy of the passport or identity card or citizen identification card (if the person is Vietnamese) or a copy of the passport (if the person is a foreigner) of the new head of the Representative Office/Branch; proof that the former head of the Representative Office/Branch has fulfilled personal income tax obligations up to the time of change.

- In the case of amending a permit as provided for in Clauses 6 and 7 of Article 15 of this Decree: A copy of the memorandum or lease agreement or a copy of the document proving the foreign trader's right to exploit and use the location for the Representative Office or Branch headquarters; a copy of the document about the proposed location for the Representative Office or Branch headquarters according to Article 28 of this Decree and relevant laws.

c) The original Representative Office Establishment Permit or Branch Establishment Permit.

2. Documents proving the changes in Clause 1, Clause 2, and Clause 3 (for the case where the document of the foreign trader appointing the new head of the Representative Office or Branch is in a foreign language and a copy of the passport of the new head of the Representative Office/Branch is a foreigner) of Article 15 of this Decree must be translated into Vietnamese and certified according to Vietnamese law. Documents proving the changes in Clause 1 and Clause 2 of Article 15 of this Decree must be certified by the diplomatic mission or consular office of Vietnam abroad or legalized according to Vietnamese law.

Article 17. Procedure and Formalities for Amending the License to Establish a Representative Office or Branch

1. Within sixty working days from the date of change as prescribed in Article 15 of this Decree, foreign traders must complete the formalities for amending the License to Establish a Representative Office or Branch.

2. Foreign traders may submit the application directly, by post, or online (if eligible) to the issuing authority.

3. Within three working days from the date of receipt of the application, the issuing authority shall examine the application and request additional information if it is incomplete or invalid. The request for additional information can be made only once throughout the entire processing period.

4. Except in cases stipulated in Clause 5 of this Article, within five working days from the date of receiving a complete and valid application, the issuing authority shall amend or not amend the License to Establish a Representative Office or Branch. In case of non-amendment, a written statement explaining the reasons must be provided.

5. In cases where the amendment of the activities of the Representative Office or Branch leads to the Representative Office falling under the provisions of Clause 5 of Article 7 and the Branch falling under the provisions of Clause 5 of Article 8 of this Decree, and where such amendments are not regulated in specialized legal documents, the issuing authority shall send a document seeking opinions from the specialized management ministry within three working days from the date of receiving a complete and valid application. Within five working days from the date of receiving the document from the issuing authority, the specialized management ministry shall provide a written opinion agreeing or disagreeing with the amendment of the License to Establish a Representative Office or Branch. Within five working days from the date of receiving the opinion of the specialized management ministry, the issuing authority shall amend or not amend the License to Establish a Representative Office or Branch for the foreign trader. In case of non-amendment, a written statement explaining the reasons must be provided.

Article 18. Cases for Reissuing the License to Establish a Representative Office or Branch

Foreign traders shall apply for reissuing the License to Establish a Representative Office or Branch in the following cases:

1. Moving the headquarters of the Representative Office from one province, centrally governed city, or geographic area under the jurisdiction of one Management Board to another province, centrally governed city, or geographic area under the jurisdiction of another Management Board.

2. The License to Establish a Representative Office or Branch is lost, destroyed, damaged, or destroyed in any form.

Article 19. Documents Required for Reissuing the License to Establish a Representative Office or Branch

1. In cases of reissuance as prescribed in Clause 1 of Article 18 of this Decree, the application consists of one set including:

a) A request for reissuance of the License to Establish a Representative Office according to the model of the Ministry of Industry and Trade signed by the authorized representative of the foreign trader;

b) Notification of termination of operations of the Representative Office sent to the issuing authority at the place of transfer according to Point a, Clause 1, Article 36 of this Decree;

c) A copy of the previously issued License to Establish a Representative Office;

d) Documentation on the proposed location of the Representative Office's headquarters at the new location according to Point e, Clause 1, Article 10 of this Decree.

2. In cases of reissuance as prescribed in Clause 2 of Article 18 of this Decree, the application consists of one set including: A request for reissuance of the License to Establish a Representative Office or Branch according to the model of the Ministry of Industry and Trade signed by the authorized representative of the foreign trader.

Article 20. Procedure and Formalities for Reissuing the Representative Office Establishment Permit, Branch Establishment Permit

1. Foreign traders shall complete the formalities for reissuing the Representative Office Establishment Permit in accordance with Clause 1 of Article 18 of this Decree within thirty days from the date of notification of the cessation of operations at the place of transfer. Beyond this period, foreign traders must follow the procedures for issuing the Representative Office Establishment Permit as stipulated in Articles 10 and 11 of this Decree.

2. Foreign traders may submit the application directly, by post, or online (if eligible) to the issuing authority.

3. Within three working days from the date of receiving the application file, the issuing authority shall examine the file and request additional information if the file is incomplete or invalid. The request for additional information may be made only once throughout the entire processing period.

4. Within five working days from the date of receiving a complete and valid application file, the issuing authority shall reissue the Representative Office Establishment Permit, Branch Establishment Permit. If the permit is not reissued, a written statement specifying the reasons must be provided.

Article 21. Cases of Extending the Representative Office Establishment Permit, Branch Establishment Permit

Foreign traders are entitled to extend the Representative Office Establishment Permit, Branch Establishment Permit upon expiration of the term specified in the permit, except in cases where there are violations leading to the revocation of the Representative Office Establishment Permit, Branch Establishment Permit as prescribed in Article 44 of this Decree.

Article 22. Documents Required for Extending the Representative Office Establishment Permit, Branch Establishment Permit

1. One set of documents including:

a) A request for extension of the Representative Office Establishment Permit, Branch Establishment Permit in the format prescribed by the Ministry of Industry and Trade, signed by an authorized representative of the foreign trader;

b) A copy of the business registration certificate or equivalent document of the foreign trader;

c) A copy of the audited financial report or a document confirming the fulfillment of tax or financial obligations in the most recent fiscal year or equivalent documents issued or confirmed by the competent authority in the country where the foreign trader is established, proving the existence and operation of the foreign trader in the most recent fiscal year;

d) A copy of the previously issued Representative Office Establishment Permit, Branch Establishment Permit.

2. The documents specified in Point b of Clause 1 of this Article must be translated into Vietnamese and certified or legalized by the diplomatic mission or consular office of Vietnam abroad according to Vietnamese law. The documents specified in Point c of Clause 1 of this Article must be translated into Vietnamese and authenticated according to Vietnamese law.

Article 23. Procedure and Formalities for Extending the Representative Office Establishment Permit, Branch Establishment Permit

1. The application for extending the Representative Office Establishment Permit, Branch Establishment Permit must be submitted at least thirty days before the permit expires.

2. Foreign traders may submit the application directly, by post, or online (if eligible) to the issuing authority.

3. Within three working days from the date of receiving the application file, the issuing authority shall examine the file and request additional information if the file is incomplete or invalid. The request for additional information may be made only once throughout the entire processing period.

4. Within five working days from the date of receiving a complete and valid application file, the issuing authority shall extend the Representative Office Establishment Permit, Branch Establishment Permit. If the extension is not granted, a written statement specifying the reasons must be provided.

5. In cases where the extension of the Representative Office Establishment Permit, Branch Establishment Permit is not specified in the specialized legal regulations, the issuing authority shall send a document seeking the opinion of the specialized management ministry within three working days from the date of receiving a complete and valid application file. Within five working days from the date of receipt of the document from the issuing authority, the specialized management ministry shall provide a written statement expressing agreement or disagreement with the extension of the Representative Office Establishment Permit, Branch Establishment Permit. Within five working days from the date of receipt of the opinion of the specialized management ministry, the issuing authority shall grant or deny the extension of the Representative Office Establishment Permit, Branch Establishment Permit to the foreign trader. If the extension is not granted, a written statement specifying the reasons must be provided.

Article 24. Sending and Storing the License

1. The agency issuing the License to establish a Representative Office shall be responsible for sending a copy of the License to: the Ministry of Industry and Trade, the specialized management ministry (if relevant), the tax authority, the statistical authority, the provincial public security agency where the Representative Office is located.

2. The agency issuing the License to establish a Branch shall be responsible for sending a copy of the License to: the specialized management ministry (if relevant), the tax authority, the statistical authority, the provincial public security agency, the Department of Industry and Trade where the Branch is located or the Management Board (in case the Branch is located within an industrial park, export processing zone, economic zone, high-tech park).

Article 25. Announcing Information about Representative Offices and Branches

Within fifteen days from the date of issuance, reissuance, amendment, extension, and revocation of the License to establish a Representative Office, the License to establish a Branch, the issuing agency shall be responsible for publishing on its electronic information website the following contents:

1. Name and address of the headquarters of the Representative Office, Branch;

2. Name and address of the headquarters of the foreign trader;

3. Head of the Representative Office, Branch;

4. Number, date of issuance, validity period of the License to establish a Representative Office, the License to establish a Branch, the issuing agency;

5. Activities of the Representative Office, Branch;

6. Date of reissuance, amendment, extension, and revocation of the License to establish a Representative Office, the License to establish a Branch.

Article 26. Fees for Issuing, Reissuing, Amending, and Extending the License to Establish a Representative Office, Branch

The Ministry of Finance shall stipulate the fees for issuing, reissuing, amending, and extending the License to establish a Representative Office, the License to establish a Branch.

Chapter III
ACTIVITIES, RIGHTS AND OBLIGATIONS OF REPRESENTATIVE OFFICES AND BRANCHES

Article 27. Management Structure of Representative Offices and Branches

1. The management structure and personnel of Representative Offices and Branches shall be decided by the foreign trader.

2. The employment of foreign workers at Representative Offices and Branches must comply with the provisions of labor laws and be consistent with Vietnam's commitments under international treaties to which Vietnam is a party.

Article 28. Headquarters of Representative Offices and Branches

1. The location of the headquarters of the Representative Office and Branch of a foreign trader must comply with the provisions of Vietnamese law regarding security conditions, public order, occupational safety and health, and other conditions prescribed by law.

2. Representative Offices and Branches may not lend or sublet their headquarters.

Article 29. Names of Representative Offices and Branches

1. The name of the Representative Office and Branch must be written using letters from the Vietnamese alphabet, the letters F, J, Z, W, numerals, and symbols.

2. The name of the Representative Office must include the name of the foreign trader followed by the phrase "Representative Office," and the name of the Branch must include the phrase "Branch."

3. The name of the Representative Office and Branch must be displayed or affixed at the headquarters of the Representative Office and Branch. The name of the Representative Office and Branch may be printed or written in smaller font than the name of the foreign trader on transaction documents, files, and publications issued by the Representative Office and Branch.

Article 30. Contents of the Representative Office's Activities

The Representative Office performs the function of liaison office, market research, promoting business investment opportunities for the traders it represents, excluding service sectors where the establishment of a Representative Office in that sector is regulated by specialized legal documents.

Article 31. Contents of Branches' Activities

1. Branches operate to provide services in various service sectors, excluding service sectors where the establishment of a Branch in that sector is regulated by specialized legal documents.

2. In cases where Branches operate in industries or professions that require conditions under the law, Branches may only operate when they meet the prescribed conditions.

Article 32. Reporting System

1. By January 30 each year, the Representative Office and Branch must submit reports on their activities in the previous year, following the model provided by the Ministry of Industry and Trade, via postal service to the Issuing Authority.

2. The Representative Office and Branch have the obligation to report, provide documents, or explain issues related to their activities upon request from competent state management agencies.

Article 33. Heads of Representative Offices and Branches

1. The head of the Representative Office and Branch shall be responsible to foreign traders for their own activities and those of the Representative Office and Branch within the scope authorized by the foreign trader.

2. The head of the Representative Office and Branch shall be responsible for their own activities if they carry out activities outside the scope authorized by the foreign trader.

3. The head of the Representative Office and Branch must authorize in writing another person to perform the rights and obligations of the head of the Representative Office and Branch according to the law when leaving Vietnam. Such authorization must be agreed upon by the foreign trader. The head of the Representative Office and Branch still bears responsibility for the performance of the rights and obligations delegated.

4. If the term of authorization as stipulated in Clause 3 of this Article expires and the head of the Representative Office and Branch has not returned to Vietnam and there is no other authorization, the authorized person may continue to exercise the rights and obligations of the head of the Representative Office and Branch within the scope of the authorization until the head returns to work at the Representative Office and Branch or until the foreign trader appoints another person as the head of the Representative Office and Branch.

5. If the head of the Representative Office and Branch is absent from Vietnam for more than 30 days without authorizing another person to perform the rights and obligations of the head of the Representative Office and Branch, or dies, goes missing, is detained, sentenced to imprisonment, or is restricted in civil capacity, then the foreign trader must appoint another person as the head of the Representative Office and Branch.

6. The head of a Representative Office of a foreign trader may not concurrently hold the following positions:

a) Head of a Branch of the same foreign trader;

b) Head of a Branch of another foreign trader;

c) Legal representative of the same foreign trader or another foreign trader;

d) Legal representative of an economic organization established in accordance with Vietnamese law.

7. In the case where the head of a Representative Office is authorized by a foreign trader to conclude contracts or amend previously concluded contracts, the foreign trader must provide written authorization for each contract conclusion or amendment.

8. The head of a Branch of a foreign trader may not concurrently hold the following positions:

a) Head of a Representative Office of another foreign trader;

b) Head of a Representative Office of the same foreign trader;

c) Legal representative of an economic organization established in accordance with Vietnamese law.

Article 34. Rights and Obligations of Representative Office and Branch

1. The Representative Office and Branch shall be protected in their lawful rights and interests during their operation in Vietnam in accordance with Vietnamese laws.

2. The Representative Office and Branch shall exercise their rights and fulfill their obligations as prescribed by the Commercial Law and in accordance with the contents of the License.

Chapter IV
TERMINATION OF OPERATIONS OF REPRESENTATIVE OFFICE AND BRANCH

Article 35. Cases for Termination of Operations of Representative Office and Branch

The Representative Office and Branch shall terminate operations in the following cases:

1. At the request of the foreign trader.

2. When the foreign trader ceases operations according to the laws of the country or territory where it was established or registered for business.

3. Upon expiration of the term of operation as stated in the License for Establishment of Representative Office or License for Establishment of Branch without the foreign trader requesting an extension.

4. Upon expiration of the period of operation as stated in the License for Establishment of Representative Office or License for Establishment of Branch without the Licensing Authority agreeing to extend the License.

5. Being revoked of the License for Establishment of Representative Office or License for Establishment of Branch pursuant to Article 44 of this Decree.

6. The foreign trader, Representative Office, or Branch no longer meets one of the conditions stipulated in Articles 7 and 8 of this Decree.

Article 36. Documents for Termination of Operations of Representative Office and Branch

1. One set of documents, including:

a) Notification of termination of operations of the Representative Office or Branch in the form prescribed by the Ministry of Industry and Trade signed by the authorized representative of the foreign trader, except in the case provided for in Clause 5 of Article 35 of this Decree;

b) Copy of the document from the Licensing Authority not extending the License for Establishment of Representative Office or License for Establishment of Branch (in the case provided for in Clause 4 of Article 35 of this Decree) or copy of the Decision revoking the License for Establishment of Representative Office or License for Establishment of Branch of the Licensing Authority (in the case provided for in Clause 5 of Article 35 of this Decree);

c) List of creditors and outstanding debts, including tax debts and social insurance contributions;

d) List of employees and current benefits of employees;

đ) Original License for Establishment of Representative Office or License for Establishment of Branch.

2. The foreign trader and the head of the Representative Office or Branch terminating operations shall jointly bear responsibility for the truthfulness and accuracy of the documents for termination of operations of the Representative Office or Branch.

3. In the case of the Representative Office terminating operations in a province, centrally governed city, or geographic area under the management of a Management Board to relocate its headquarters to another province, centrally governed city, or geographic area under the management of another Management Board, the documents for termination of operations of the Representative Office shall only include the documents specified in Points a and đ of Clause 1 of this Article.

Article 37. Procedures and Formalities for Resolving the Termination of Operations of Representative Office and Branch

1. The foreign trader shall submit the documents for termination of operations of the Representative Office or Branch directly, through postal service, or online (if eligible) to the Licensing Authority.

2. Within three working days from the date of receiving the application, the Licensing Authority shall examine the application and request additional information if it is incomplete or invalid. The request for additional information may only be made once throughout the entire processing period.

3. Within five working days from the date of receipt of complete and valid documents, the Licensing Authority shall have the responsibility to publish on its electronic information website the notice of termination of operations of the Representative Office or Branch.

Article 38. Obligations Related to the Termination of Operations of Representative Offices and Branches

1. In addition to performing the procedures for terminating operations as prescribed in Articles 36 and 37 of this Decree, foreign traders, representative offices, and branches must publicly announce the termination of operations at their respective headquarters and fulfill other obligations as prescribed by law when the representative offices and branches cease operations.

2. Foreign traders with representative offices and branches that have ceased operations shall be responsible for fulfilling contracts, settling debts including tax arrears, and ensuring adequate legal benefits for employees who worked at the representative offices and branches in accordance with the law.

Chapter V
STATE MANAGEMENT OF THE OPERATIONS OF REPRESENTATIVE OFFICES AND BRANCHES

Article 39. Responsibilities of the Ministry of Industry and Trade

1. Prescribing the forms for applications for issuance, reissuance, amendment, extension of the Certificate of Establishment of Representative Office, Certificate of Establishment of Branch; the form of the Certificate; the reporting forms of representative offices and branches; the reporting forms of Departments of Industry and Trade, Management Boards.

2. Announcing Vietnam's commitments regarding the operations of foreign traders' representative offices and branches in international treaties to which Vietnam is a party.

3. Inspecting and supervising state management over the operations of representative offices and branches throughout the country.

4. Leading and coordinating with relevant ministries, sectors, and localities to inspect and supervise representative offices and branches when necessary or upon request from ministries, sectors, and localities.

5. Leading and coordinating with relevant ministries, sectors, and localities to build databases on representative offices and branches.

6. Handling violations of law by representative offices and branches within its authority.

Article 40. Responsibilities of Relevant Ministries and Sectors

1. Cooperating with the Ministry of Industry and Trade, Departments of Industry and Trade, Management Boards in issuing, amending, and extending Certificates of Establishment of Representative Offices and Branches as prescribed in Clause 4 of Article 11, Clause 4 of Article 13, Clause 5 of Article 17, and Clause 5 of Article 23 of this Decree.

2. Cooperating with the Ministry of Industry and Trade, Departments of Industry and Trade, Management Boards in implementing state management over the operations of representative offices and branches as prescribed in Clause 4 of Article 39 and Clause 3 of Article 41 of this Decree.

3. Cooperating with the Ministry of Industry and Trade in building databases on representative offices and branches as prescribed in Clause 5 of Article 39 of this Decree.

Article 41. Responsibilities of Provincial People's Committees

1. Implementing state management over the operations of representative offices and branches in the locality within its authority.

2. Directing Departments of Industry and Trade, Management Boards to inspect and supervise representative offices and branches when necessary or organizing inter-ministerial inspection and supervision teams upon request from state management agencies.

3. Cooperating with relevant ministries and sectors in state management over the operations of representative offices and branches in the locality.

Article 42. Responsibilities of Departments of Industry and Trade, Management Boards

1. Implementing state management over the operations of representative offices and branches in the locality within its authority.

2. Annually, before January 30, Departments of Industry and Trade, Management Boards report to the Ministry of Industry and Trade on the situation of issuance, reissuance, amendment, extension, revocation of Certificates of Establishment of Representative Offices and termination of operations of representative offices in the locality.

Article 43. Handling of Violations

Foreign traders, Representative Offices, Branches that violate the provisions of this Decree shall be subject to handling according to the level and nature of the violation as prescribed by laws on administrative violations.

Article 44. Cases for Revoking the License to Establish Representative Offices and Branches

The Representative Office or Branch shall have their establishment license revoked in the following cases:

1. Not operating for one year and not generating any transactions with the licensing authority.

2. Not reporting on the activities of the Representative Office or Branch for two consecutive years.

3. Not submitting reports as stipulated in Clause 2, Article 32 of this Decree to the licensing authority within six months from the date the report was due or upon written request.

4. Other cases as prescribed by law.

Chapter VI
IMPLEMENTING PROVISIONS

Article 45. Transitional Provisions

Representative Offices established before the effective date of this Decree may continue operations until the expiration date of the existing establishment license for the Representative Office.

Article 46. Effective Date

1. This Decree takes effect from March 10, 2016.

2. This Decree replaces Government Decree No. 72/2006/NĐ-CP dated July 25, 2006, detailing the Law on Trade regarding Representative Offices and Branches of foreign traders in Vietnam.

3. This Decree abolishes Article 2 of Government Decree No. 120/2011/NĐ-CP dated December 16, 2011, amending and supplementing administrative procedures in some Government Decrees detailing the Law on Trade.

Article 47. Implementation Organization

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees directly under the Central Government shall be responsible for implementing this Decree.