DECREE

Provisions on the establishment and operation of foreign cultural and educational institutions in VietnamRegarding foreign cultural and educational institutions in Vietnam

__________________________

THE GOVERNMENT

Pursuant to the Government Organization Law dated September 30, 1992;

Pursuant to Resolution No. 90/CP dated August 21, 1997 of the Government on the direction and policy for socialization of education, healthcare, and cultural activities;

To strengthen management and ensure favorable conditions for foreign organizations and individuals participating in the development of cultural and educational endeavors in Vietnam;

At the proposal of the Minister of Education and Training and the Minister of Culture, Sports and Tourism,

DECREE:

PART I

GENERAL PROVISIONS

Article 1.

1. This Decree stipulates the establishment and operation of foreign Cultural-Educational Institutions in Vietnam (hereinafter referred to as VHGDNN) aimed at developing education and cultural exchange, not for profit.

2. Revenue from the activities of foreign Cultural-Educational Institutions, after deducting all legitimate expenses, shall only be used for investment in the development of cultural and educational undertakings, construction of infrastructure facilities, and funding activities for the common benefit of the VHGDNN.

3. Foreign cultural and educational institutions operating with the aim of profit-making are not within the scope regulated by this Decree and shall be carried out in accordance with the Law on Investment of Foreign Organizations in Vietnam.

Article 2. Foreign Cultural-Educational Institutions in Vietnam refers generally to organizations and agencies in the cultural sector (such as Representative Offices, Centers, Institutes, Villages, Clubs, Libraries, Exhibition Houses, Parks, Museums, Zoos, etc.), educational sector (such as Representative Offices, International Schools, Universities, Vocational Training Centers, etc.), and both cultural and educational sectors (such as Representative Offices, Cultural Arts Schools, Cultural Houses with language classes, etc.) established or participated in establishing and organizing operations in Vietnam by overseas Vietnamese, foreigners, and foreign legal entities (hereinafter collectively referred to as the Foreign Party).

Article 3. The Vietnamese Government encourages the establishment of VHGDNN in the following areas:

1. Training, upgrading, and enhancing professional skills in the fields of culture, arts, and information;

2. Training technical workers, technicians, high-level scientific and managerial personnel in economic, technological, engineering, natural science fields;

3. Cooperating in the construction of tangible cultural works and researching intangible cultural works.

Article 4. Foreign Cultural-Educational Institutions may be established in the following forms: Representative Office, Joint Institution, Independent Institution.

1. A Representative Office is a unit of a foreign cultural or educational organization, tasked with representing that organization in promoting the establishment of projects and programs for cooperation in the cultural and educational fields of interest to Vietnam; supervising and monitoring the implementation of agreements on cultural and educational cooperation signed with Vietnamese cultural and educational organizations.

2. A Joint Institution is a VHGDNN established based on international treaties to which the Socialist Republic of Vietnam is a party, or based on agreements between the Foreign Party and Vietnamese cultural and educational organizations.

3. An Independent Institution is a VHGDNN where the Foreign Party bears all costs for the construction of physical and technical infrastructure, and organizes and manages the activities of the institution.

Chapter II

PROCEDURES FOR ISSUANCE, EXTENSION, AMENDMENT, SUPPLEMENTATION

AND REVOCATION OF LICENSES FOR ESTABLISHMENT AND OPERATION

Article 5.

1. Foreign cultural and educational organizations are eligible for a license to establish a Representative Office when they meet the following conditions:

Having legal personality under the laws of the country in which the organization was established;

Having clear statutes, purposes, and a duration of operation of three years or more;

Having programs and projects of interest to Vietnam and the ability to implement them to promote the development of Vietnam's culture and education.

2. The application dossier for a license to establish a Representative Office in Vietnam includes:

a) An application for a license containing the following main contents:

Full name, nationality, and location of the headquarters of the organization;

Statutes, purposes, and objectives of the organization;

Summary of the organization's development process;

Clearly stating the minimum financial capacity, sources, and financial capabilities;

Reasons for establishing a Representative Office in Vietnam, proposed location for the office;

Number of Vietnamese and foreign staff expected for the Representative Office's operations.

b) Statutes or operational regulations of the foreign cultural and educational organization applying to establish a Representative Office.

c) Legal entity certification document issued by the competent authority of the place of establishment.

d) Documentation summarizing the cooperative development process between the foreign cultural and educational organization applying to establish a Representative Office and Vietnamese cultural and educational organizations.

e) Summary of programs and projects agreed upon or planned for cooperation with Vietnam.

g) Curriculum vitae of the person expected to be appointed as the Director of the Representative Office.

Article 6.

1. A Joint Institution is eligible for a license when the Vietnamese Party meets the following conditions:

a) Being an organization or individual that has been operating for at least five years in the intended field of cooperation;

b) Having a document confirming legal status and financial situation suitable for the conditions of the cooperation agreement.

2. A Joint Institution is eligible for a license when the Foreign Party meets the following conditions:

a) Being an organization with legal personality or an individual with legal capacity in the home country;

b) Having operated for at least five years in the intended field of cooperation;

c) Having material conditions and technical equipment necessary according to the requirements of the cooperation agreement.

3. The application dossier for a license for a Joint Institution includes:

a) An application for a license containing the following main contents:

Full name, nationality, and address of the cooperating parties;

Objectives, scope, and duration of activities in the field of collaboration;

Summary of each party's operational process in the field of collaboration;

Reasons for establishment and proposed location of headquarters;

Number of Vietnamese and foreign individuals expected to work at the collaborative facility;

b) Agreement contract between the collaborating parties.

c) Legal status confirmation documents, sources, and financial capacity of the collaborating parties.

d) Charter or regulations on organization and operation of the collaborative facility.

e) Curriculum vitae of the individual expected to be appointed as director or principal (hereinafter referred to as director).

Article 7.

1. An independent entity shall be considered for license issuance when the foreign party meets the following conditions:

a) Being an organization with legal personality or an individual with legal capacity;

b) Having operated for five years or more in the field for which the license is sought;

Possessing necessary material conditions;

Between Vietnam and the country where the foreign party holds nationality, there must have been signed and currently valid cultural and educational cooperation documents at the governmental level.

2. The application dossier for license issuance for an independent entity includes:

a) An application for a license containing the following main contents:

Full name, nationality, address of the foreign party;

Objectives, scope, and duration of activities in the field for which the license is sought;

Summary of operational process in the field for which the license is sought;

Reasons for establishment and proposed location of headquarters;

Number of Vietnamese and foreign individuals expected to work at the facility.

b) Operational plan.

c) Legal status confirmation documents, sources, and financial capacity of the foreign party.

d) Charter or regulations on organization and operation of the independent entity.

e) Curriculum vitae of the individual expected to be appointed as director.

Article 8. Duration of operation of the Cultural and Educational Foreign Non-Governmental Organization (VHGDNN) in Vietnam:

1. The term of operation of the Representative Office is five years, calculated from the date of issuing the license and may be extended. Each extension period shall not exceed five years.

2. The term of operation of the collaborative facility and independent entity is recorded in the license issued by the licensing authority, calculated from the date of issuing the license and shall not exceed fifty years. Collaborative facilities and independent entities wishing to extend their operations must submit an extension request to the licensing authority at least ninety days before the expiration date.

Article 9. Licensing, extension, amendment, supplementation, revocation of licenses for Cultural and Educational Foreign Non-Governmental Organizations (VHGDNN) are regulated as follows:

1. The Prime Minister decides on the issuance or non-issuance of licenses for independent entities, higher education institutions, large-scale national and international cultural organizations, and Group A projects.

2. The Minister of Education and Training decides for Cultural and Educational Foreign Non-Governmental Organizations primarily operating in the fields of education and training, except for cases stipulated in Clause 1 and Clause 4 of this Article.

3. The Minister of Culture, Sports and Tourism decides for Cultural and Educational Foreign Non-Governmental Organizations primarily operating in the fields of culture and information, except for cases stipulated in Clause 1 of this Article.

4. The Minister of Labor, Invalids and Social Affairs decides for Cultural and Educational Foreign Non-Governmental Organizations primarily operating in the vocational training field, except for cases stipulated in Clause 1, Clause 2, and Clause 3 of this Article.

5. The authority that has the power to permit the establishment of Cultural and Educational Foreign Non-Governmental Organizations in Vietnam also has the power to extend, amend, supplement, revoke licenses, temporarily suspend, terminate operations, and dissolve such organizations in Vietnam.

Article 10. The receipt and examination of applications for license issuance are regulated as follows:

1. For Cultural and Educational Foreign Non-Governmental Organizations specified in Clause 1 of Article 9 of this Decree, the Ministry of Education and Training, the Ministry of Culture, Sports and Tourism, and the Ministry of Labor, Invalids and Social Affairs will receive the application dossier according to the sector management functions assigned to them, seek opinions from relevant ministries, sectors, and provincial people's committees (hereinafter referred to as provincial people's committees) to submit to the Prime Minister for consideration and decision.

2. For other cases, the Ministry of Education and Training, the Ministry of Culture, Sports and Tourism, and the Ministry of Labor, Invalids and Social Affairs will receive the application dossier according to the powers prescribed in Clauses 2, 3, and 4 of Article 9 of this Decree, seek opinions from relevant ministries, sectors, and provincial people's committees before considering and deciding.

Article 11. The time limit for examining the application dossier is regulated as follows:

1. For cases specified in Clause 1 of Article 9 of this Decree, within ninety days from the date of receiving a complete and valid application dossier, the agency responsible for receiving and examining the dossier must complete the examination and submit the opinion to the Prime Minister. Within seven days from the date of the Prime Minister's decision on issuing or not issuing the license, the agency responsible for receiving and examining the dossier must notify the applicant in writing of the result.

2. For other cases, within thirty days from the date of receiving a complete and valid application dossier for representative offices, and sixty days for independent Cultural and Educational Foreign Non-Governmental Organizations, the licensing authority must notify the applicant in writing of the result.

Article 12.

1. Within ninety days from the date of obtaining the license, the Cultural and Educational Foreign Non-Governmental Organization must complete registration procedures with the provincial people's committee where the organization's headquarters is located.

2. Within thirty days from the date of completing the registration procedures with the provincial people's committee, the Cultural and Educational Foreign Non-Governmental Organization must publish the following contents in five consecutive central and local newspapers:

a) Name of the Cultural and Educational Foreign Non-Governmental Organization (Vietnamese and commonly used foreign language);

b) Establishment permit (number, date, and issuing authority);

c) Full name of the Director;

d) Location of headquarters, telephone, fax;

đ) Bank account number.

Article 13. Any changes to the name, headquarters, director, branch establishment, additional functions, tasks, scope of activities, or license extension by the Cultural and Educational Foreign Non-Governmental Organization must be reported to the agency responsible for receiving and examining the dossier as stipulated in Article 9 of this Decree, and only approved changes, supplements, or extensions can be made upon receiving written approval.

Within thirty days from the date of receiving the request, the licensing authority must issue a written response to the applicant regarding the above requests.

Article 14.

1. The operation of the Cultural and Educational Foreign Non-Governmental Organization shall cease under the following circumstances:

a) Expiration of the term stated in the license;

b) At the request of the Cultural and Educational Foreign Non-Governmental Organization;

c) By the decision to revoke the license of the licensing authority.

2. The agency responsible for receiving and examining the dossier must inform the Cultural and Educational Foreign Non-Governmental Organization and the relevant provincial people's committee of the reasons for cessation of operations thirty days in advance.

Article 15. Within ninety days from the date of notification of cessation of operations, the cultural and educational institution of foreign countries in Vietnam must complete all related procedures, including announcing in central and local newspapers about the cessation of operations, settling debts, taxes, salaries, rent, liquidating assets, terminating contracts, returning licenses, seals, and submitting a written report to the licensing authority and relevant state agencies with jurisdiction.

Chapter III

RIGHTS AND OBLIGATIONS OF FOREIGN CULTURAL AND EDUCATIONAL INSTITUTIONS IN VIETNAM

Article 16. After being granted permission, the foreign cultural and educational institution may operate according to the objectives, contents, scope, and duration specified in the license. It focuses on building and developing the institution to better meet the needs consistent with the objectives permitted by Vietnam. It has the right to relate with Vietnamese competent authorities to request facilitation for the operation of foreign cultural and educational institutions in Vietnam.

Article 17. The foreign cultural and educational institution is obligated to comply with Vietnamese laws, shall not take advantage of cultural and educational activities to spread false propaganda against the policies, guidelines, and policies of the Socialist Republic of Vietnam, divide the national solidarity bloc, incite violence, promote war invasion propaganda, destroy traditional customs, disseminate obscene cultural products, superstitions, and social evils.

Article 18.

1. The foreign cultural and educational institution has the right to recruit labor based on its operational needs; it must prioritize recruiting Vietnamese citizens, abide by the provisions of the Labor Code and other relevant Vietnamese laws regarding the employment of Vietnamese workers in foreign or international organizations in Vietnam.

2. Vietnamese citizens and foreign citizens working at the foreign cultural and educational institution have the responsibility to comply with and respect Vietnamese laws, exercise their rights and obligations based on labor contracts and Vietnamese laws on labor; they have the responsibility to respect each other's honor, personality, and customs.

3. Vietnamese citizens and foreign citizens working at the foreign cultural and educational institution are equal in working conditions and benefits for professional development.

4. Vietnamese citizens working at the foreign cultural and educational institution have the right to participate in political organizations, political-social organizations, and other associations according to the regulations of these organizations and Vietnamese laws.

Article 19.

1. The foreign cultural and educational institution has the right to lease premises, housing, and means of service for its operations and living.

2. If the foreign cultural and educational institution requires land for constructing facilities to serve its operations, it must submit a land rental application along with the license application.

3. For land already allocated by the State to be used by the Vietnamese side, when cooperating with the foreign side without changing the land use purpose, after obtaining the license, the joint venture institution has the right to proceed with design, construction, or implementation of activities recorded in the license.

4. In cases where the material and equipment of the foreign cultural and educational institution do not meet safety, hygiene, or environmental conditions, the Vietnamese state management agency has the right to require the Director of the foreign cultural and educational institution to repair and improve within a certain period; if necessary, order the institution to temporarily cease operations to address the situation.

5. The foreign cultural and educational institution is not allowed to permit any individual or organization to use its name or location to conduct illegal activities or activities contrary to the objectives recorded in the license or registered.

Article 20. The foreign cultural and educational institution is permitted to import or temporarily import and re-export necessary means for its operations and the work and living needs of foreign citizens working at the institution in accordance with Vietnamese laws.

Article 21. Representative offices and foreign cultural and educational institutions do not engage in revenue-generating activities and can open special expenditure accounts (in foreign currency or in Vietnamese currency with a foreign exchange base) at banks established and operating under Vietnamese laws.

Article 22.

1. Foreign cultural and educational institutions conducting revenue-generating activities must implement accounting, statistics, and auditing systems according to Vietnamese laws on accounting, statistics, and auditing; open foreign currency and Vietnamese currency accounts at banks established and operating under Vietnamese laws; carry out all receipts and payments through these accounts. In exceptional cases approved by the State Bank of Vietnam, foreign cultural and educational institutions are permitted to open loan accounts at foreign banks.

2. In cases where the foreign side must invest initial capital and loans to build the material and technical infrastructure of the foreign cultural and educational institution, after fulfilling all financial obligations, the foreign side may transfer abroad:

a) Amounts of money that belong to its legitimate ownership;

b) Loans and interest payments on foreign loans during the course of operations.

3. Foreign cultural and educational institutions must strictly comply with Vietnam’s foreign exchange management regulations.

Article 23.

1. Foreign cultural and educational institutions are permitted to receive financial support or property from organizations and individuals both inside and outside the country to build material and technical infrastructure and develop cultural and educational endeavors.

2. Foreign cultural and educational institutions are not allowed to accept money or property in any form from anyone (including both inside and outside the country) if such acceptance violates Vietnamese laws.

Article 24.

1. Vietnamese citizens and foreign citizens working in foreign cultural and educational institutions must pay personal income tax according to Vietnamese laws.

2. Foreign citizens working in Vietnam in foreign cultural and educational institutions, after paying personal income tax, may transfer their lawful income abroad.

Article 25. Foreign cultural and educational institutions are responsible for implementing inspection and audit regulations stipulated in Articles 28, 29, and 30 of this Decree and must create favorable conditions for inspection and audit work.

Article 26.

1. During the period of operation in Vietnam, the foreign cultural and educational institution is protected by the Vietnamese State in accordance with Vietnamese laws and the international treaties to which the Socialist Republic of Vietnam is a party.

2. In case an international treaty to which the Socialist Republic of Vietnam is a party provides for a different provision from that stipulated in this Decree, the provision of the international treaty shall be applied.

Article 27.

1. Cultural and Educational Non-Governmental Organizations (VHGDNN) must submit annual written reports on their activities to the state management agency specified in Article 28 of this Decree and the provincial People's Committee where they have their headquarters. Upon request from these agencies, VHGDNNs are responsible for reporting, providing documents, or explaining issues related to their activities when necessary.

2. VHGDNNs, in cases where they conduct revenue-generating activities, are required to submit annual financial reports to the Ministry of Finance and the state management agency overseeing them.

Chapter IV

STATE MANAGEMENT

Article 28. The Ministry of Education and Training, the Ministry of Culture, Sports and Tourism, and the Ministry of Labor, Invalids and Social Affairs are the agencies assisting the Government in uniformly managing state affairs concerning all activities of VHGDNNs within their respective areas of responsibility, with the following tasks and powers:

1. Drafting and submitting to competent authorities for issuance, or issuing within their authority, normative legal documents regarding the cultural and educational activities of VHGDNNs;

2. Guiding procedures, receiving applications for licenses, organizing assessments, and issuing licenses according to regulations;

3. Serving as the focal point for resolving issues related to the establishment and operation of VHGDNNs;

4. Providing guidance, inspecting, auditing, and evaluating the organizational structure and operations of VHGDNNs, publicly announcing the results of inspections and audits, and handling violations according to Chapter V of this Decree.

Article 29. Ministries, ministerial-level agencies, and government agencies, within the scope of their assigned functions, are responsible for coordinating in drafting normative legal documents regarding the cultural and educational activities of VHGDNNs; participating in assessing license application files; guiding and resolving procedures related to the establishment of VHGDNNs; inspecting and auditing the operations of VHGDNNs; and performing other tasks within their authority as prescribed by law.

Article 30. Provincial People's Committees, where VHGDNNs have their headquarters, have the following tasks and powers in implementing state management over the cultural and educational activities of VHGDNNs within their territorial jurisdiction:

1. Participating in assessing license application files;

2. Inspecting and auditing the organizational structure and operations of VHGDNNs;

3. Directly managing VHGDNNs located in their localities according to the delegation of the Government;

4. Proposing competent state authorities to examine and resolve issues related to the organizational structure and operations of VHGDNNs;

5. Performing other tasks within their authority as prescribed by law.

Article 31. Departments of Education and Training, Culture, Sports and Tourism, and Labor, Invalids and Social Affairs, within the scope of their assigned functions, are responsible for assisting provincial People's Committees in implementing state management functions within their territorial jurisdiction over the cultural and educational activities of VHGDNNs.

Chapter V

HANDLING VIOLATIONS

Article 32.

1. Organizations and individuals belonging to VHGDNNs who violate the provisions of this Decree must cease such violations and will be subject to the following penalties depending on the severity of the violation:

Warning or a fine ranging from five million to twenty million Vietnamese dong for any of the following acts:

a) Altering, defacing, renting out, or lending a license;

b) Employing workers in violation of the provisions of this Decree and Vietnamese labor laws;

c) Not having a signboard, making incorrect signboards, or using signboards contrary to the law;

d) Delaying payment, returning premises, or returning working equipment upon termination of contracts;

đ) Failing to report or reporting inaccurately on the organizational structure and activities of VHGDNNs as required.

2. A fine ranging from twenty million to sixty million Vietnamese dong for any of the following acts:

a) Changing the name, director, or headquarters location from one centrally-administered city or province to another without approval;

b) Temporarily suspending or ceasing operations without notice;

c) Violating regulations on opening and using bank accounts or accounting and statistical systems;

d) Obstructing state authorities in conducting inspections or audits.

3. A fine ranging from sixty million to one hundred million Vietnamese dong for any of the following acts:

a) Operating outside the objectives, contents, and scope specified in the license;

b) Operating after the expiration of the license or during a temporary suspension period.

4. In cases where VHGDNNs commit violations as stipulated in Clause 1 and Clause 2 of this Article and there are aggravating circumstances, they will be fined at the highest level within the range, and may also be temporarily suspended from operating.

In cases where VHGDNNs commit violations as stipulated in Clause 3 of this Article and there are aggravating circumstances, they will be fined at the highest level within the range, and may also be temporarily suspended from operating or have their license revoked.

Article 33. Vietnamese citizens and foreign citizens working in VHGDNNs who violate the provisions of this Decree will be subject to administrative penalties or criminal prosecution according to Vietnamese law, depending on the severity of the violation.

Article 34.

1. The licensing authority makes decisions to impose temporary suspension of operations or revoke the license.

2. Specialized inspection bodies of Education and Training, Culture, Sports and Tourism, and Labor, Invalids and Social Affairs make decisions to handle violations as stipulated in Clause 3 of Article 32 of this Decree; report to the Minister and propose the Prime Minister to temporarily suspend operations or revoke the license for VHGDNNs under the Prime Minister's decision-making authority in cases where these organizations commit violations as stipulated in Clause 4 of Article 32 of this Decree.

3. The Chairman of the People's Committee of the province where the cultural and educational institution for foreigners' establishment is located shall issue a decision to handle violations stipulated in Clauses 1 and 2 of Article 32 of this Decree; propose relevant state management agencies temporarily suspend the operation of the cultural and educational institution for foreigners under their authority in cases where such institutions commit violations stipulated in Clause 4 of Article 32 of this Decree.

Article 35.

1. Vietnamese civil servants when performing official duties who violate the provisions of this Decree shall be subject to disciplinary action or criminal responsibility depending on the severity of the violation.

2. Cultural and educational institutions for foreigners have the right to file complaints or initiate lawsuits with competent state agencies regarding decisions on handling violations or actions of Vietnamese civil servants during the performance of official duties that they consider incorrect.

Chapter VI

IMPLEMENTING PROVISIONS

Article 36.

1. Cultural and educational institutions for foreigners that were permitted to establish by the Government of Vietnam before the issuance of this Decree do not need to undergo re-examination, but must supplement and complete their files within sixty days from the date this Decree takes effect and must fully comply with all provisions of this Decree, except for cases where the cultural and educational institution for foreigners was established and managed according to special regulations by the Government of Vietnam.

2. Foreign cultural and educational organizations currently operating in Vietnam, which have offices and staff but have not been granted permits by the Government of Vietnam, must complete procedures to obtain permits in accordance with the provisions of this Decree within sixty days from the date this Decree takes effect; otherwise, they will be required to cease operations.

Article 37. This Decree takes effect fifteen days from the date of signature. Previous provisions contrary to this Decree are hereby abolished.

The Ministers of Education and Training, Culture, Sports and Tourism, and Labor, Invalids and Social Affairs are responsible for guiding and supervising the implementation of this Decree.

Article 38. The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial people's committees, and foreign cultural and educational institutions in Vietnam are responsible for implementing this Decree./.