Circular No. 13/2011/TT-BTTTT on Representative Offices in Vietnam of Foreign Publishers and Distributors of Foreign Publications

CIRCULAR

Provisions on representative offices in Vietnam of foreign publishers,

organizations distributing foreign publications

______________________________

MINISTER OF INFORMATION AND COMMUNICATIONS

Pursuant to the Publishing Law dated December 3, 2004 and the Law Amending and Supplementing Certain Articles of the Publishing Law dated June 3, 2008;

Pursuant to Decree No. 111/2005/NĐ-CP dated August 26, 2005 of the Government detailing and guiding the implementation of certain articles of the Publishing Law which has been amended and supplemented by Decree No. 11/2009/NĐ-CP dated February 10, 2009 and Decree No. 110/2010/NĐ-CP dated November 9, 2010 of the Government;

Pursuant to Decree No. 187/2007/NĐ-CP dated December 25, 2007 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Information and Communications;

At the proposal of the Director of the Publishing Department,

c) Enterprises may be granted permission for no more than one block out of the total three dual-frequency blocks (FDD) B

Article 1. Scope of Regulation and Applicability

2. Applicability:

This Circular prescribes the establishment (setting up), operation, and management of representative offices in Vietnam of foreign publishers, organizations distributing foreign publications in publishing activities (hereinafter referred to as representative offices).

第二条 组织和实施奖励工作的支出水平，如政府第152/2025/NĐ-CP号决定关于分级授权和奖励领域的分权规定

a) Foreign publishers, organizations distributing foreign publications (including enterprises, organizations established abroad operating in multiple industries and fields including publishing and distribution of publications) establish (set up) representative offices in Vietnam;

b) Representative offices in Vietnam of foreign publishers, organizations distributing foreign publications;

c) The Publishing Department, the Inspectorate under the Ministry of Information and Communications, Provincial Departments of Information and Communications under centrally governed cities.

Article 2. Establishment (Setting Up) of Representative Offices in Vietnam

The establishment (setting up) of representative offices in Vietnam of foreign publishers, organizations distributing foreign publications must be permitted by the Ministry of Information and Communications through issuing a license.

Article 3. Issuance of License for Establishment (Setting Up) of Representative Office

1. The application dossier for issuance of a license for establishment (setting up) of a representative office (hereinafter referred to as the license) shall be prepared in one set in Vietnamese and English (in case there is a difference in content between the Vietnamese version and the English version, the Vietnamese version shall be used), submitted directly or sent via postal service or courier service to the Publishing Department, including:

a) Application form for issuance of the license (according to Form No. 01 issued together with this Circular);

b) Official document from a state agency or person with authority from abroad confirming that the foreign publisher, organization distributing foreign publications is legally operating at the location of its headquarters;

c) Certified copy or copy accompanied by the original for verification of the lease agreement for premises in Vietnam to serve as a representative office or equivalent documents;

d) Certified copy or copy accompanied by the original for verification of the criminal record certificate issued by a competent authority in Vietnam for the head of the representative office.

2. In case the dossier does not comply with the provisions of Clause 1 of this Article, within five days from the date of receipt of the dossier, the Publishing Department must notify in writing for the foreign publisher, organization distributing foreign publications to supplement and complete the dossier or return the dossier.

3. The Publishing Department is responsible for submitting to the Minister of Information and Communications for issuance of the license within thirty days from the date of receipt of the dossier as prescribed in Clause 1 of this Article. The time limit for issuance of the license does not include the time for supplementation and completion of the dossier in cases where the dossier does not comply with the regulations.

4. The license has a validity period of five years from the date of issuance and may be renewed each time for no more than five years.

5. In case the license is not issued, the Publishing Department must notify in writing to the foreign publisher, organization distributing foreign publications about the reasons for not issuing the license immediately upon expiration of the time limit prescribed in Clause 3 of this Article.

Article 4. Notification of Representative Office Activities

Within thirty (30) days from the date the Ministry of Information and Communications issues the license, the Representative Office must notify in writing to the Provincial Department of Information and Communications and publish on a legally operating print or online newspaper in Vietnam (in three consecutive issues or three consecutive days) the following information:

1. The name, address, telephone number, and website (if any) of the foreign publisher, foreign publication distribution organization;

2. The name, address, telephone number of the Representative Office and other relevant information (if any);

3. The full name and nationality of the head of the Representative Office;

4. The license number, issuance date, validity period, and issuing authority of the license;

5. The activities of the Representative Office recorded in the license;

6. The date of commencement of operations.

Article 5. Reissue of License, Extension of License, Confirmation of Changes to the License

1. Reissue of License:

When the license is lost or damaged, the foreign publisher, foreign publication distribution organization shall implement or authorize the head of the Representative Office to request reissuance of the license according to the following provisions:

a) Within five (5) days from the date of loss or damage of the license, a written notice must be sent to the Publishing Department and the Provincial Department of Information and Communications detailing the reasons for the loss or damage of the license;

b) Within ten (10) days from the date of loss or damage of the license, a request for reissuance of the license must be submitted with the application form for reissuance of the license (according to Form No. 01 issued together with this Circular) and a copy of the license (if available) or the damaged license sent directly or through postal service or courier service to the Publishing Department.

2. Extension of License:

a) At least thirty (30) days before the expiration date of the license, the foreign publisher, foreign publication distribution organization may request extension of the license to establish (set up) a Representative Office. The application for extension of the license must be sent directly or through postal service or courier service to the Publishing Department, including the application form for extension of the license (according to Form No. 02 issued together with this Circular) and the previously issued license;

b) For licenses issued before the effective date of this Circular with a term of five (5) years from the date of issuance, if the license has exceeded the five (5) year term, the foreign publisher, foreign publication distribution organization must submit an application for extension of the license according to the provisions of point a of this clause.

3. Confirmation of Changes to the License:

At least ten (10) days before changes occur in the location, head, name, or scope of activities of the Representative Office, the foreign publisher, foreign publication distribution organization must take the following actions:

a) In the case of change in the location of the Representative Office:

Directly or authorize the Representative Office to notify in writing the Publishing Department and the Provincial Department of Information and Communications about the change in location. Send directly or through postal service or courier service the issued license, certified copy or original with a copy for comparison as stipulated in point c of Clause 1 of Article 3 of this Circular and the application form (according to Form No. 02 issued together with this Circular) to the Publishing Department.

b) In the case of change in the head, name, or scope of activities of the Representative Office:

Directly or authorize the Representative Office to notify in writing the Publishing Department and the Provincial Department of Information and Communications about the change in the head, name, or scope of activities. Send directly or through postal service or courier service the issued license, criminal record certificate as stipulated in point d of Clause 1 of Article 3 of this Circular (for cases of change in the head) and the application form (according to Form No. 02 issued together with this Circular) to the Publishing Department.

4. Within ten (10) working days from the date of receipt of complete files for the cases specified in Clauses 1, 2, and 3 of this Article, the Publishing Department is responsible for reviewing and submitting to the Minister of Information and Communications for reissuance of the license, extension of the license, confirmation of changes to the license; If the license is not reissued, extended, or confirmed for changes, the Publishing Department must provide a written response stating the reasons.

5. During the waiting period for reissuance of the license, extension, or confirmation of changes to the license, the Representative Office may continue its operations.

Article 6. Contents of the Representative Office's Activities

1. Introduce foreign publishers and foreign publication distributors that it represents through direct presentations, exhibitions, advertising, and other forms permitted under Vietnamese law.

2. Facilitate communication between organizations and individuals in Vietnam and foreign publishers and foreign publication distributors that it represents.

3. Conduct market research to promote opportunities for buying and selling publications between foreign publishers and foreign publication distributors that it represents and other organizations and individuals in Vietnam.

4. Support and promote activities related to copyright exchange and cooperation, publishing, printing, and distribution of publications between foreign publishers and foreign publication distributors that it represents and other organizations and individuals in Vietnam in accordance with Vietnamese law.

5. Import publications not for business purposes in accordance with Vietnamese law.

6. Other matters as prescribed by Vietnamese law regarding the Representative Office.

Article 7. Reporting Requirements of the Representative Office

1. The Representative Office must submit a written report (in Form No. 05 issued together with this Circular) to the Publishing Department and the Provincial Information and Communications Department at its location on June 30 and December 31 each year.

2. In case of emergency, when requested by state management agencies overseeing publication activities, the Representative Office has the obligation to report, provide documents, or explain issues related to its operations.

Article 8. Termination of the Representative Office's Operations

1. The Representative Office shall cease operations in the following cases:

a) Foreign publishers and foreign publication distributors voluntarily terminate the Representative Office's operations in Vietnam;

b) Foreign publishers and foreign publication distributors cease operations, dissolve, or go bankrupt;

c) The establishment permit of the Representative Office expires;

d) The permit is revoked according to Clause 2, Article 10 of this Circular.

2. Thirty (30) days prior to ceasing operations in cases stipulated in points a, b, and c of Clause 1 of this Article, the Representative Office must undertake the following actions:

a) Publicly post notice of the cessation of operations and specify the termination date at the office premises;

b) Send notification of the cessation of operations and specify the termination date to the Publishing Department, the Provincial Information and Communications Department, and relevant authorities, organizations, and individuals;

c) Publish notices of the cessation of operations and the termination date in legally operating print or online newspapers in Vietnam (three consecutive issues or three consecutive days).

Article 9. Prohibited Actions

1. For the Representative Office:

a) Engage in activities without a permit as prescribed in this Circular;

b) Represent foreign publishers and foreign publication distributors without a permit;

c) Establish or participate in the capital contribution to establish a publishing, printing, or book distribution business in Vietnam or directly engage in profit-making activities in Vietnam;

d) Operate after the foreign publisher or foreign publication distributor has ceased operations, dissolved, or gone bankrupt.

2. For the Head of the Representative Office:

a) Enter into contracts, transactions, or directly engage in profit-making activities in Vietnam for the Representative Office, foreign publisher, or foreign publication distributor it represents;

b) Establish or participate in any form to establish or manage a publishing, printing, or book distribution business in Vietnam.

Article 10. Cases of refusal to issue licenses and revocation of licenses

1. Foreign publishers and foreign organizations distributing publications shall be refused a license to establish (set up) a Representative Office in Vietnam under one or more of the following circumstances:

a) Within two years from the date of license revocation as stipulated in Clause 2 of this Article;

b) There are reasons or evidence indicating that setting up a Representative Office would harm the legitimate rights and interests of Vietnamese organizations and individuals, violate international treaties to which Vietnam is a party, and negatively impact Vietnam's relations with one or more countries or territories around the world.

2. Foreign publishers and foreign organizations distributing publications shall have their licenses to establish (set up) a Representative Office in Vietnam revoked and be compelled to terminate operations of the Representative Office under one or more of the following circumstances:

a) The Representative Office operates outside the scope recorded in the license;

b) Violation of provisions set forth in Article 10 of the Law on Publishing;

c) Failure to establish (set up) a Representative Office or the Representative Office does not operate within six months from the date of issuance, reissuance, or extension of the license;

d) Violation of Points b, c, and d of Clause 1 of Article 9 of this Circular;

e) There are reasons or evidence indicating that during its operation, the Representative Office harms the legitimate rights and interests of Vietnamese organizations and individuals, violates international treaties to which Vietnam is a party, and negatively impacts Vietnam's relations with one or more countries or territories around the world.

Article 11. Responsibilities of foreign publishers and foreign organizations distributing publications

1. Adhere strictly to the provisions of this Circular and other relevant laws of Vietnam regarding Representative Offices.

2. Bear legal responsibility for all activities of the Representative Office in Vietnam.

Article 12. Responsibilities of state management agencies

1. For the Publishing Department:

a) Manage Representative Offices nationwide in accordance with this Circular and related laws;

b) Guide and organize the implementation of issuing, reissuing, extending, and updating information on licenses to establish (set up) Representative Offices as prescribed in this Circular.

2. For the Inspectorate of the Ministry of Information and Communications:

a) Take the lead and coordinate with the Publishing Department, Provincial Departments of Information and Communications, and relevant functional agencies to conduct inspections, audits, and handle violations of Representative Offices nationwide in accordance with the law and this Circular;

b) Resolve complaints and denunciations related to Representative Offices in accordance with the law on complaints and denunciations.

3. For Provincial Departments of Information and Communications:

a) Manage the activities of Representative Offices within their jurisdiction in accordance with this Circular and related laws; promptly report to the Ministry of Information and Communications when any violations are discovered;

b) Participate and cooperate with the Inspectorate of the Ministry of Information and Communications and the Publishing Department in inspecting, auditing, and handling violations of Representative Offices.

Article 13. Issuance of Forms

This Circular issues five forms including:

1. Form No. 1: Application for issuance/reissuance of license to establish (set up) Representative Office in Vietnam;

2. Form No. 2: Application for extension and confirmation of information changes on license to establish (set up) Representative Office in Vietnam;

3. Form No. 3: License to establish (set up) Representative Office in Vietnam of foreign publishers;

4. Form No. 4: License to establish (set up) Representative Office in Vietnam of foreign organizations distributing publications;

5. Form No. 5: Report on the operation of Representative Office.

Article 14. Effective Date

This Circular takes effect from September 1, 2011.

In the course of implementation, if there are any difficulties, please reflect them in writing to the Ministry of Information and Communications for consideration and resolution./.