Circular No. 10/2005/TT-BNG guiding the implementation of certain provisions of Decree No. 06/2005/NĐ-CP dated January 19, 2005 on the establishment and operation of representative offices of foreign cooperation and research organizations in Vietnam.

CIRCULAR OF THE MINISTRY OF FOREIGN AFFAIRS

GUIDING IMPLEMENTATION OF CERTAIN PROVISIONS OF THE GOVERNMENT DECREE NO. 06/2005/NĐ-CP

dated January 19, 2005, on the establishment and operation of representative offices of foreign cooperation and research organizations in Vietnam

Implementing Government Decree No. 06/2005/NĐ-CP dated January 19, 2005, on the establishment and operation of representative offices (ROs) of foreign cooperation and research organizations in Vietnam (hereinafter referred to as the Decree), the Ministry of Foreign Affairs guides implementation as follows:

I. GENERAL PROVISIONS: Scope and objects regulated

1. This Circular guides the implementation of certain provisions of Government Decree No. 06/2005/NĐ-CP on the establishment and operation of ROs of foreign organizations aimed at supporting the process of cooperation and research in specialized fields such as science and technology, natural resources and environment, health, society, and other specialized fields between governments of foreign countries and Vietnam for non-profit purposes.

2. This Circular does not apply to the establishment and operation of ROs of foreign cooperation and research organizations that are not directly under ministries, departments, or local authorities of foreign countries.

3. The competent authority in Vietnam is the ministry, department, provincial people's committee, or centrally governed city people's committee that has direct partnership with foreign cooperation and research organizations (as specified in Section 1).

4. This Circular does not apply to foreign organizations operating in the cultural and educational sectors.

II. CONDITIONS, PROCEDURES FOR GRANTING, AMENDING, SUPPLEMENTING, EXTENDING AND REVOKING LICENSES

1. The granting of a license for establishing an RO shall be carried out after the foreign organization has a program or project approved by the competent authority in Vietnam and an Agreement or Memorandum of Understanding (MOU) on cooperation signed between the organization and the competent authority in Vietnam according to the contents stipulated in Article 18 of the Decree.

2. The specific number of foreign nationals and Vietnamese nationals working at the RO mentioned in Clause 1(d) of Article 6 of the Decree refers to the number of program staff and regular employees working at the Office during the validity period of the license.

3. The relevant agencies mentioned in Clause 1 of Article 8 of the Decree, which the Ministry of Foreign Affairs consults when implementing procedures for granting, amending, supplementing, extending, and revoking licenses, are state management agencies responsible for security, finance, and programs and projects.

4. Foreign organizations applying for the establishment of an RO, amendment, supplementation, and extension of the license for establishing an RO must submit the following documents based on ensuring compliance with the conditions stipulated in Articles 5 and 6 of the Decree:

Application documents for establishing an RO include:

(a) Application form for establishing an RO, with content according to the Model "Application Form for Permission to Establish an RO in the Socialist Republic of Vietnam" issued by the Ministry of Foreign Affairs (Model No. 01/BNG-RO);

(b) Charter or operational regulations of the foreign organization applying for the establishment of an RO;

(c) Document from the ministry, department, or local government of the foreign country responsible for allowing the foreign organization to establish an RO in Vietnam;

(d) Document confirming the legal status of the foreign organization issued by the competent authority of the country where the headquarters is located;

(e) Programs and projects already approved by the competent authority in Vietnam;

(f) Curriculum vitae of the person proposed to be appointed as the Head of the RO in Vietnam;

(g) Letter of introduction or appointment decision as the Head of the RO in Vietnam by the head of the ministry, department, or local government of the foreign country responsible for the foreign organization;

Application documents for amending, supplementing, or extending the license include:

(a) Application form for amending, supplementing, or extending the license, including the following main contents:

+ Full name and address of the RO.

+ Establishment license of the RO (number, date, and issuing agency).

+ Full name, address of the Branch Office. 

+ License for establishing the Branch Office (number, date, and issuing authority).

+ The objectives, contents, scope, and duration of operations are specified in the License.

+ Reasons for amending, supplementing, or extending the License.

+ Contents of amendments, supplements, or extensions to the License.

(b) Supporting documents provided to ensure the feasibility of amending, supplementing, or extending the License, specifically:

+ Documents regarding the proposed new office location if there is a change in the office location.

+ Curriculum vitae of the person proposed to be the new Office Director if there is a change in the Office Director.

+ Texts of programs, projects, or commitments to amend or supplement cooperation between foreign organizations and the Vietnamese supervisory agency if expanding the scope and duration of operations of the Representative Office.

5. Regarding revocation of the License:

Based on a request from either party involved in the program or project, the License to establish a Representative Office will be revoked in the following cases: activities not conforming with the content recorded in the issued License; violation of the provisions of the Decree; violation of Vietnamese law; premature termination of the program/project.

III. PROCEDURES FOR ISSUING, AMENDING, SUPPLEMENTING, EXTENDING

AND REVOKING THE LICENSE

1. Foreign organizations applying for establishment, amendment, supplementation, and extension of the License must submit three (3) sets of application files in accordance with Section II, Clause 4 of this Circular directly to the Ministry of Foreign Affairs (Department of International Organizations).

The receiving authority must maintain a record and issue a receipt when all valid application files are received.

2. Prior to issuing a decision within its jurisdiction, the Ministry of Foreign Affairs shall seek opinions from the Vietnamese supervisory agency, relevant ministries, and provincial/municipal People's Committees at the location where the Representative Office is planned to be established in the case of a new establishment, or at the location of the Representative Office in the case of an application for amendment, supplementation, or extension of the License. In cases where there are differing opinions, the Ministry of Foreign Affairs will report

3. The Ministry of Foreign Affairs will consult the Vietnamese supervisory agency, provincial/municipal People's Committee where the Representative Office is located, relevant ministries, and agencies regarding the revocation of the foreign organization's License. The Ministry of Foreign Affairs has the responsibility to notify the Representative Office, the Vietnamese supervisory agency, relevant ministries, and agencies, and the provincial/municipal People's Committee where the Representative Office is located about the cessation of operations of the Representative Office thirty (30) days prior to the cessation of operations due to expiration of the term recorded in the License or pursuant to the Decision revoking the License or upon the request of the Representative Office.

4. Within ninety (90) days from the date the License expires or the notice of cessation of operations is given, the Representative Office must complete all dissolution procedures related to the office premises, housing, employees, working equipment, payment of debts (if any), financial obligations, and other issues with organizations and individuals related in Vietnam. In special cases, with the agreement of the Ministry of Foreign Affairs and the Vietnamese supervisory agency, this period may be extended, but not exceeding one year.

IV. MECHANISM FOR COOPERATION BETWEEN THE MINISTRY OF FOREIGN AFFAIRS, THE SUPERVISORY AGENCY, PROVINCE/CITY PEOPLE'S COMMITTEES WHERE FOREIGN ORGANIZATIONS APPLY TO ESTABLISH REPRESENTATIVE OFFICES AND RELEVANT MINISTRIES AND AGENCIES IN THE ISSUANCE, AMENDMENT, SUPPLEMENTATION, EXTENSION, AND REVOCATION

OF THE LICENSE

RELATED AUTHORITIES IN THE ISSUANCE, AMENDMENT, SUPPLEMENTATION, EXTENSION AND REVOCATION

LICENSE

1. The Vietnamese supervisory agency will consult the Ministry of Foreign Affairs and relevant ministries and agencies on the content of the Agreement between the Vietnamese supervisory agency and the foreign organization.

2. After receiving complete and valid application files from foreign organizations for issuance, amendment, supplementation, and extension of the License, the Ministry of Foreign Affairs will seek written opinions from the Vietnamese supervisory agency, provincial/municipal People's Committee where the foreign organization has or will apply to establish a Representative Office, and relevant ministries and agencies on the following matters:

a) The situation of the foreign organization's activities in the locality and the opinion of the provincial/municipal People's Committee where the foreign organization has or will apply to establish a Representative Office.

b) The situation of the foreign organization's activities involving programs and projects related to the ministry or sector and the opinion of the Vietnamese supervisory agency and relevant ministries and agencies on the foreign organization's application to establish a Representative Office, amend, supplement, and extend the License; verification of personal background and political attitude of the person proposed to be the Representative Office Director in Vietnam.

Within fifteen (15) days from the date of receipt of the letter requesting opinions, the Vietnamese supervisory agency, provincial/municipal People's Committee where the foreign organization has or will apply to establish a Representative Office, and relevant ministries and agencies will provide written responses to the Ministry of Foreign Affairs on the above matters.

3. During the review process of applications for issuance, amendment, supplementation, and extension of the License, if deemed necessary, the Ministry of Foreign Affairs will lead coordination with the Vietnamese supervisory agency and relevant ministries and agencies to send a working group to conduct on-site inspections of the Representative Office's operations.

4. Before making a decision to revoke the License, the Ministry of Foreign Affairs will consult the relevant Vietnamese supervisory agency, provincial/municipal People's Committee where the Representative Office is located, and relevant ministries and agencies on the decision to temporarily or permanently suspend the Representative Office's operations in cases where the Representative Office's activities do not comply with the License, violate the provisions of the Decree, and Vietnamese law.

V. RIGHTS AND OBLIGATIONS OF THE REPRESENTATIVE OFFICE IN VIETNAM

1. Rights:

a) After obtaining the License, the Representative Office can lease office premises, housing, and hire Vietnamese employees according to Vietnamese laws.

b) The Representative Office, the Representative Office Director, and foreign staff members enjoy tax benefits according to current Vietnamese laws applicable to international organizations' representative offices in Vietnam.

2. Obligations and responsibilities of the Representative Office:

a) The Representative Office Director is responsible for complying with the provisions set forth in Article 14 of the Decree. The Representative Office is responsible for submitting periodic reports every six months on June 15th and annually on December 15th to the Ministry of Foreign Affairs and the relevant Vietnamese supervisory agency. The requirements for the content of periodic reports are applied according to the attached Circular Model (Model No. 02/BNG-VPĐD).

b) The number of foreign staff and Vietnamese employees working at the Representative Office shall not exceed the quantity specified in the License. If additional staff are needed, permission from the relevant Vietnamese supervisory agency is required.

c) The Head of the Representative Office shall ensure that no employee of their organization conducts profit-making activities or any other activities unrelated to the survey and implementation of programs and projects specified in the Application for Permission to Establish a Representative Office.

d) The Head of the Representative Office shall ensure that relatives and accompanying persons of the organization's employees do not conduct professional activities without permission from the relevant Vietnamese supervisory authority.

e) The Head of the Representative Office shall ensure that employees of the Representative Office and their relatives strictly comply with Vietnamese laws, respect Vietnamese customs and traditions. f) Foreign staff working at the Representative Office have the obligation to pay income tax according to the current provisions of Vietnamese law.

VI ||| RESPONSIBILITIES OF THE STATE MANAGEMENT AUTHORITIES FOR REPRESENTATIVE OFFICES

STATE MANAGEMENT OF BRANCH OFFICES

1. The Ministry of Foreign Affairs assists the Government in uniformly managing state affairs concerning Representative Offices, coordinates with relevant supervisory authorities in Vietnam, the People's Committee of the province/city where the foreign organization establishes its Representative Office, and related ministries and agencies to manage Representative Offices in accordance with the provisions set forth in Articles 15, 16, and 17 of the Decree and shall be responsible for:

a) Providing guidance on procedures for obtaining permission;

b) Seeking written opinions from relevant supervisory authorities in Vietnam regarding the industry and field in which the Representative Office operates, the People's Committee of the province/city where the foreign organization requests to establish its Representative Office, and related ministries and agencies when considering issuing, amending, extending, deciding to suspend, and revoking the License;

c) Contributing advisory comments to the relevant supervisory authorities in Vietnam on the content of the Memorandum of Understanding (MOU);

d) Relevant supervisory authorities in Vietnam, the People's Committee of the locality where the foreign organization establishes its Representative Office, and related ministries and agencies shall be responsible for preparing reports on the operation of the Representative Office and transferring them to the Ministry of Foreign Affairs in the first week of December each year for the Ministry of Foreign Affairs to compile annual reports to submit;

2. The relevant supervisory authorities in Vietnam as stipulated in Article 16 of the Decree shall be responsible for:

a) Providing written responses to the Ministry of Foreign Affairs regarding the industry and field in which the Representative Office operates during the process of considering issuing, extending, amending, and revoking the license;

b) Leading the drafting and signing of the Memorandum of Understanding with the relevant foreign organization in accordance with the contents prescribed in Article 18 of the Decree;

c) Providing guidance and resolving requests from the Representative Office regarding specialized fields and issues related to legal procedures to enable the Representative Office to be established and operate in compliance with the law;

d) Guiding departments and sectors under the management of the ministry or sector in localities in the management of Representative Office activities;

đ) Monitoring, urging, and inspecting the activities of Representative Offices within the scope of the industry or field managed by the ministry or sector;

e) Implementing an annual reporting system to the Ministry of Foreign Affairs on the operational status of the Representative Office for the Ministry of Foreign Affairs to compile annual reports;

3. The People's Committee of the province/city directly under the Central Government where the foreign organization establishes its Representative Office, as stipulated in Article 17 of the Decree, shall be responsible for:

a) Creating favorable conditions and managing the activities of the Representative Office within their functional and administrative powers;

b) Providing written responses to the Ministry of Foreign Affairs when considering the establishment of the Representative Office headquarters and revoking the license;

c) Implementing an annual reporting system to the Ministry of Foreign Affairs on the operational status of the Representative Office for the Ministry of Foreign Affairs to compile annual reports;

4. Related ministries and agencies shall be responsible for:

a) Providing written responses to the Ministry of Foreign Affairs regarding the industry and field in which the Representative Office operates when considering issuing, extending, amending, and revoking the license;

b) Guiding departments and sectors under the management of the ministry or sector in localities in the management of Representative Office activities;

c) Monitoring, urging, and inspecting the activities of Representative Offices within the scope of the industry or field managed by the ministry or sector;

d) Submitting an annual comprehensive evaluation report to the Ministry of Foreign Affairs on the operational status of the Representative Office for the Ministry of Foreign Affairs to compile annual reports;

VII ||| IMPLEMENTATION

This Circular takes effect fifteen days after its publication in the Official Gazette.

During the implementation of the Decree, if there are any difficulties, ministries, localities, and related units shall promptly reflect them to the Ministry of Foreign Affairs for study, amendment, and supplementation if necessary.