Decree No. 22/2017/NĐ-CP on Commercial Mediation

DECREE

On Commercial Mediation

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Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Commercial Law dated June 14, 2005;

At the proposal of the Minister of Justice;

The Government promulgates the Decree on Commercial Mediation.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Decree stipulates the scope, principles, procedures, and formalities for resolving disputes through commercial mediation, commercial mediators, commercial mediation organizations, foreign commercial mediation organizations operating in Vietnam, and state management over commercial mediation activities.

The parties involved in disputes resolving their disputes through self-mediation or requesting non-commercial mediators, non-commercial mediation organizations, or foreign commercial mediation organizations operating in Vietnam as defined in this Decree to mediate shall be carried out according to the agreement of the parties in compliance with the provisions of the law, which are not within the scope of regulation of this Decree.

2. This Decree applies to commercial mediators, commercial mediation organizations, foreign commercial mediation organizations operating in Vietnam, state management agencies over commercial mediation activities, and other organizations and individuals related to commercial mediation activities.

Article 2. Scope of Dispute Resolution Through Commercial Mediation

1. Disputes arising from commercial activities between the parties.

2. Disputes between the parties where at least one party engages in commercial activities.

3. Other disputes between the parties that the law stipulates may be resolved through commercial mediation.

Article 3. Explanation of Terms

1. Commercial Mediation is a method of resolving commercial disputes agreed upon by the parties and facilitated by commercial mediators in accordance with the provisions of this Decree.

2. Mediation Agreement is an agreement among the parties regarding the resolution of potential or existing disputes through mediation.

3Commercial Mediator includes individual commercial mediators and commercial mediators of commercial mediation organizations selected or designated by the organization upon the request of the parties to assist the parties in resolving disputes in accordance with the provisions of this Decree.

4. Successful Mediation Result is an agreement reached by the disputing parties regarding the resolution of part or all of the disputes arising.

5. Commercial Mediation Rules is a form of dispute resolution conducted at a commercial mediation organization in accordance with the provisions of this Decree and the mediation rules of that organization.

6. Case-by-Case Commercial Mediation is a form of dispute resolution conducted by an individual commercial mediator chosen by the parties in accordance with the provisions of this Decree and the agreement of the parties.

Article 4. Principles of Resolving Disputes Through Commercial Mediation

1. Parties involved in mediation must participate voluntarily and equally in rights and obligations.

2. Information related to the mediation case must be kept confidential, except where the parties have agreed in writing or the law provides otherwise.

3. The content of the mediation agreement must not violate prohibitions under the law, contravene social morals, evade obligations, or infringe upon the rights of third parties.

Article 5. State Policy on Commercial Mediation

1. Encouraging parties involved in disputes to use commercial mediation to resolve disputes in the field of commerce and other disputes that the law stipulates can be resolved through commercial mediation.

2. Encouraging the mobilization of resources to participate in commercial mediation activities, training, and enhancing the capabilities of commercial mediators and commercial mediation organizations.

Article 6. Conditions for resolving disputes through commercial mediation

Disputes shall be resolved through commercial mediation if the parties have agreed to mediation. The parties may agree to resolve disputes through mediation before, during, or at any point after the dispute arises.

Chapter II
COMMERCIAL MEDIATOR

Article 7. Standards for commercial mediators

1. A person who meets the following criteria may serve as a commercial mediator:

a) Having full civil capacity according to the Civil Code; having good moral character, reputation, independence, impartiality, and objectivity;

b) Holding a bachelor's degree or higher and having worked in their field of study for at least two years;

c) Possessing mediation skills, knowledge of laws, business customs, trade, and related fields.

2. Commercial mediators may conduct commercial mediation either as case-specific commercial mediators or as commercial mediators of commercial mediation organizations as stipulated in this Decree.

3. Commercial mediation organizations may set higher standards for their commercial mediators than those specified in Clause 1 of Article 7 of this Decree.

4. Persons who are suspects, defendants, serving criminal sentences, or have completed their sentences but not yet had their criminal records expunged; persons undergoing administrative compulsory education or compulsory drug rehabilitation shall not serve as commercial mediators.

Article 8. Registration of case-specific commercial mediators

1. Persons meeting the qualifications of commercial mediators as stipulated in Clause 1 of Article 7 of this Decree wishing to become case-specific commercial mediators shall register with the Department of Justice of the province or centrally administered city where they reside. In cases where the applicant is a foreign national, registration shall be made with the Department of Justice of the province or centrally administered city where they temporarily reside.

2. Applicants for registration as case-specific commercial mediators shall submit one set of application documents to the Department of Justice. The documents include:

a) An application form for registration as a case-specific commercial mediator issued by the Ministry of Justice;

b) Certified copies or copies accompanied by original documents for verification of university or postgraduate diplomas;

c) Documents proving work experience in their field of study for at least two years, confirmed by the relevant authority or organization where the person works.

Documents issued by foreign authorities or organizations or notarized or certified abroad must be legalized according to Vietnamese law, except when exempted from legalization under international treaties to which the Socialist Republic of Vietnam is a party.

3. Within seven working days from the date of receiving complete and valid applications, the Department of Justice shall record the names of applicants on the list of case-specific commercial mediators and publish the list on its electronic portal. If rejected, reasons must be notified in writing. Rejected applicants have the right to appeal or file a lawsuit according to the law.

4. When a case-specific commercial mediator ceases to serve as such, they shall notify the Department of Justice of the province or centrally administered city where they registered. The Department of Justice shall remove the name of that commercial mediator from its list of case-specific commercial mediators.

5. If an organization or individual discovers that a case-specific commercial mediator no longer meets the criteria specified in Clause 1 of Article 7 of this Decree or violates the provisions of Article 10 of this Decree, they shall report to the Department of Justice of the province or centrally administered city where the case-specific commercial mediator registered. The Department of Justice shall review and remove the name of that commercial mediator from its list.

Article 9. Rights and obligations of commercial mediators

1. Commercial mediators have the following rights:

a) To accept or refuse to undertake commercial mediation activities;

b) To refuse to provide information related to the dispute unless the parties have agreed in writing or as required by law;

c) To receive remuneration for conducting commercial mediation activities as agreed with the disputing parties;

d) Other rights as prescribed by this Decree and relevant laws.

2. Commercial mediators have the following obligations:

a) To comply with the law, ethical rules, and conduct standards for mediators; to be independent, impartial, objective, and truthful;

b) To respect agreements between the parties provided that such agreements do not violate the law or social morals;

c) To protect confidential information about the dispute they mediate, unless the parties have agreed in writing or as required by law;

d) To inform the parties about their authority, remuneration, and costs before commencing mediation;

đ) Not to simultaneously act as representatives or advisors for one of the parties, nor to serve as arbitrators for the same dispute being mediated, unless the parties have agreed otherwise;

e) Other obligations as prescribed by this Decree and relevant laws.

Article 10. Prohibited acts for commercial mediators

1. Disclosing information about the case or customers obtained during mediation, except where all parties have agreed in writing or otherwise provided by law.

2. Violating the ethical rules of commercial mediators.

3. Receiving or demanding additional money or benefits from the parties beyond the agreed remuneration and expenses.

4. Other prohibited acts as prescribed by law.

Chapter III
PROCEDURE AND FORMS OF COMMERCIAL MEDIATION

Article 11. Mediation Agreement

1. The mediation agreement may be established in the form of a mediation clause in the contract or as a separate agreement.

2. The mediation agreement shall be established in writing.

Article Article 12. Selection and appointment of commercial mediators

1. Commercial mediators are selected by the parties from the list of commercial mediators of the commercial mediation organization or from the list of commercial mediators for the case published by the Department of Justice of the province or centrally governed city.

2. The appointment of commercial mediators through a commercial mediation organization shall be carried out according to the Rules of Commercial Mediation of the commercial mediation organization.

Article Article 13. Rights and obligations of disputing parties during mediation

1. Disputing parties have the following rights:

a) To choose the procedure, forms, commercial mediator, location, and time for conducting mediation;

b) To agree or refuse mediation; to request a temporary suspension or termination of mediation;

c) To request that mediation be conducted publicly or privately;

d) To express their will and decisions regarding the content of mediation;

e) Other rights as stipulated in this Decree and relevant laws.

2. Disputing parties have the following obligations:

a) To present the truth and circumstances of the dispute, provide information and documents related to the dispute upon the request of the commercial mediator;

b) To implement the results of successful mediation;

c) To pay the remuneration and service fees for commercial mediation, unless otherwise agreed by the parties;

d) Other obligations as stipulated in this Decree and relevant laws.

Article 14. Procedure, and forms for conducting mediation

1. Parties have the right to choose the Rules of Commercial Mediation of the commercial mediation organization to conduct mediation or to agree on the procedure and forms of mediation themselves. In cases where the parties do not reach an agreement on the procedure and forms of mediation, the commercial mediator conducts mediation according to the procedure and forms deemed appropriate by the commercial mediator with respect to the circumstances of the case, the wishes of the parties, and accepted by the parties.

2. Disputes may be conducted by one or more commercial mediators as agreed by the parties.

3. At any point during the mediation process, the commercial mediator has the right to propose solutions to resolve disputes.

4. The location and time of mediation are carried out according to the agreement of the parties or the choice of the commercial mediator in cases where the parties do not have an agreement.

Article Article 15. Results of successful mediation

1. When successful mediation results are achieved, the parties establish a document on the results of successful mediation. The document on the results of successful mediation is binding on the parties according to civil law regulations.

2. The document on the results of successful mediation includes the following main contents:

a) Basis for conducting mediation;

b) Basic information about the parties;

c) Main content of the case;

d) Agreements reached and implementation measures;

e) Other contents agreed by the parties in accordance with the provisions of the law.

3. The document on the results of successful mediation must be signed by the parties and the commercial mediator.

4. In cases where successful mediation results are not achieved, the parties have the right to continue mediation or request arbitration or court resolution of disputes according to the provisions of the law.

Article 16. Recognition of Successful Mediation Results

The document regarding successful mediation results shall be considered for recognition in accordance with the provisions of civil procedural law.

Article 17. Termination of Mediation Procedures

The mediation procedures shall terminate in the following cases:

1. When the parties reach a successful mediation result.

2. When the commercial mediator deems it unnecessary to continue the mediation process after consulting the opinions of the parties.

3. At the request of one or more disputing parties.

Chapter IV
COMMERCIAL MEDIATION ORGANIZATIONS

Article 18. Commercial Mediation Organizations

Commercial Mediation Organizations ensure b) Explanation and calculation of cost components and profit of Electricity Corporation i, including:

1. Commercial mediation centers established and operating in accordance with this Decree.

2. Arbitration centers established and operating under arbitration law may conduct commercial mediation activities as provided for in Article 23 of this Decree.

Article 19. Commercial Mediation Centers

1. Commercial mediation centers established in accordance with this Decree have legal personality, seals, and separate bank accounts.

2. Commercial mediation centers operate without profit-making objectives.

3. Commercial mediation centers can establish branches and representative offices both domestically and internationally.

4. The organizational structure of commercial mediation centers is regulated by their charter. The chairman of the commercial mediation center is a mediator.

Article 20. Name of Commercial Mediation Centers, Branches, and Representative Offices of Commercial Mediation Centers

1. The name of commercial mediation centers must be in Vietnamese and include the phrase "Commercial Mediation Center," not overlapping or causing confusion with other commercial mediation organizations that have been granted establishment permits; not violating historical traditions, culture, ethics, and local customs.

Commercial mediation centers may use abbreviated names or trade names in foreign languages.

2. The name of commercial mediation center branches includes the term "branch" and the name of the commercial mediation center.

3. The name of commercial mediation center representative offices includes the term "representative office" and the name of the commercial mediation center.

Article 21. Procedure for Establishing Commercial Mediation Centers

1. Vietnamese citizens who meet the criteria for commercial mediators as stipulated in Clause 1, Article 7 of this Decree wishing to establish a commercial mediation center shall submit one set of application documents to the Ministry of Justice. The application package includes:

a) An application form for establishing a commercial mediation center according to the model issued by the Ministry of Justice;

b) A list of founders;

c) Documents proving that the founders meet the criteria for commercial mediators as stipulated in Clause 1, Article 7 of this Decree;

d) A draft of the Mediation Rules of the Center.

The content of the Mediation Rules of the Center must not contravene the provisions of the law.

2. Within thirty days from the date of receipt of complete applications, the Ministry of Justice will issue an establishment permit for the commercial mediation center; if rejected, the reasons must be notified in writing. The person rejected has the right to appeal or file a lawsuit in accordance with the law.

Article 22. Registration of Commercial Mediation Center Operations

1. Within thirty days from the date the establishment permit of the commercial mediation center becomes effective, the center must submit registration documents for operations to the Department of Justice of the province or centrally-administered city where the center's headquarters is located. If the commercial mediation center does not register its operations within this period, the establishment permit will lose its validity unless there are justifiable reasons.

2. The registration documents for commercial mediation center operations include:

a) An application form for registration of operations according to the model issued by the Ministry of Justice;

b) A certified copy or a copy accompanied by the original for verification of the establishment permit of the center;

c) Documents proving the headquarters of the center.

3. Within fifteen days from the date of receipt of complete applications, the Department of Justice will issue an operation registration certificate for the commercial mediation center; if rejected, the reasons must be notified in writing. The Department of Justice will send a copy of the operation registration certificate of the commercial mediation center to the Ministry of Justice.

4. The commercial mediation center can commence operations from the date it receives the operation registration certificate. The commercial mediation center can use seals in accordance with the law.

5. Within thirty days from the date of receiving the operation registration certificate, the commercial mediation center must publish in three consecutive issues of a central daily newspaper or a local newspaper at the place of registration the following main contents:

a) The name and address of the headquarters of the commercial mediation center;

b) The field of operation of the commercial mediation center;

c) Business Registration Number, issuing authority, date of issuance;

d) The start date of the commercial mediation center's operations.

Article 23. Commercial Mediation Activities of Arbitration Centers

1. Arbitration centers that have been granted establishment permits and registered operations in accordance with arbitration law wishing to conduct commercial mediation activities shall submit one set of application documents to the Ministry of Justice. The application package includes:

a) An application form for supplementing commercial mediation activities according to the model issued by the Ministry of Justice;

b) A draft of the Mediation Rules of the Center.

Within fifteen days from the date of receipt of complete applications, the Ministry of Justice will issue a decision to supplement commercial mediation activities for the arbitration center; if rejected, the reasons must be notified in writing. The arbitration center must register changes to the content of the operation registration certificate at the Department of Justice of the province or centrally-administered city where the center is registered.

2. Founders submitting applications to establish arbitration centers wishing for the arbitration center to simultaneously conduct commercial mediation activities must attach a draft of the Mediation Rules in the establishment application package.

3. The content of the Mediation Rules of the arbitration center must not contravene the provisions of the law.

4. The procedures and formalities for establishing arbitration centers, registering operations of arbitration centers, and changing the content of establishment permits and operation registration certificates of arbitration centers are carried out in accordance with the provisions of arbitration law.

Article 24. Rights and Obligations of Commercial Mediation Organizations

1. Commercial mediation organizations shall have the following rights:

a) To carry out commercial mediation activities;

b) To organize training and capacity building for commercial mediators;

c) To collect fees and other lawful revenues related to commercial mediation activities;

d) To establish standards for commercial mediators and procedures for selecting, listing, and removing commercial mediators from their organization's list of mediators;

đ) To appoint commercial mediators upon request of the parties;

e) Other rights as prescribed by this Decree and relevant laws.

2. Commercial mediation organizations shall have the following obligations:

a) To establish and publish a list of commercial mediators, and send such list to the Ministry of Justice and the Provincial Department of Justice where the commercial mediation organization is registered within seven working days from the date of issuance of the business registration certificate or from the effective date of the decision to supplement commercial mediation activities for arbitration centers, or from the date of changes in the list of commercial mediators;

b) To pay remuneration and other expenses to commercial mediators;

c) To issue ethical guidelines and conduct rules for commercial mediators;

d) To develop, issue, and publicly announce mediation rules and mediation fee levels;

đ) To report annually and when requested to the Provincial Department of Justice on organizational and operational matters;

e) To keep records and provide information about mediation results at the request of disputing parties or competent state agencies;

g) Other obligations as prescribed by this Decree and relevant laws.

Article 25. Branches of Commercial Mediation Centers

1. A branch is a dependent unit of a commercial mediation center, operating in accordance with the field of activity recorded in the establishment permit of the commercial mediation center.

2. The commercial mediation center shall be responsible under the law for the activities of its branches. The commercial mediation center shall appoint a commercial mediator as the head of the branch.

3. Within fifteen days from the date of the decision to establish a branch, the commercial mediation center shall submit one set of branch operation registration files to the Provincial Department of Justice where the branch is located. The file includes:

a) A request for branch operation registration according to the form issued by the Ministry of Justice;

b) The decision to establish the branch by the commercial mediation center.

Within ten days from the date of receiving valid files, the Provincial Department of Justice shall issue a business registration certificate for the branch. The Provincial Department of Justice shall send a copy of the business registration certificate of the branch to the Ministry of Justice.

4. In case the commercial mediation center establishes a branch outside the province or centrally-administered city where it is registered, within seven working days from the date the branch receives its business registration certificate, the commercial mediation center shall notify in writing the establishment of the branch to the Provincial Department of Justice where the commercial mediation center is registered.

5. Branches of commercial mediation centers may use seals in accordance with the provisions of the law.

Article 26. Changing the Name and Headquarter Address of the Commercial Mediation Center

1. In cases where there is a need to change the name or headquarter address from one centrally governed province or municipality to another, the Commercial Mediation Center shall submit one set of application documents for the change to the Ministry of Justice. The documents include:

a) An application form for the change issued by the Ministry of Justice;

b) Relevant documents related to the change.

Within fifteen days from the date of receipt of the application documents for the change, the Ministry of Justice shall issue a document approving the content of the change; in case of refusal, the reason must be notified in writing.

2. Within fifteen days from the date on which the Ministry of Justice's approval document regarding the change of name becomes effective, the Commercial Mediation Center shall submit a document requesting a change of name in the Business Registration Certificate to the Department of Justice of the centrally governed province or municipality where the Center is registered. Within seven working days from the date of receipt of the Center’s document, the Department of Justice shall issue a decision to change the name in the Business Registration Certificate of the Center.

3. Within twenty days from the date on which the Ministry of Justice's approval document regarding the change of headquarter address from one centrally governed province or municipality to another becomes effective, the Commercial Mediation Center shall register its operations with the Department of Justice of the centrally governed province or municipality where the new headquarter address is located. The procedures and formalities for registration of operations shall be carried out in accordance with Clause 2 and Clause 3 of Article 22 of this Decree.

Within seven working days from the date of issuance of the new Business Registration Certificate, the Commercial Mediation Center shall notify the Department of Justice of the centrally governed province or municipality where the Center was previously registered before changing the headquarter address. The Department of Justice shall issue a decision to revoke the previously issued Business Registration Certificate of the Center.

4. In cases where the Commercial Mediation Center changes the location of its headquarter within the same centrally governed province or municipality, within seven working days from the date of the change in the location of the headquarter, the Center shall notify in writing the Ministry of Justice and the Department of Justice of the centrally governed province or municipality where the Center is registered.

Article 27. Reissuing the Establishment License and Business Registration Certificate of the Commercial Mediation Center, Branch Business Registration Certificate of the Commercial Mediation Center

1. In cases where the Establishment License, Business Registration Certificate of the Commercial Mediation Center, or Branch Business Registration Certificate of the Commercial Mediation Center is lost, burned, torn, deteriorated, or destroyed in any other manner, the Commercial Mediation Center or its branch shall submit a request for reissue to the competent authority that originally issued the Establishment License or Business Registration Certificate to obtain a reissue.

2. Within ten days from the date of receipt of the request, the Ministry of Justice shall reissue the Establishment License for the Commercial Mediation Center. Within five working days from the date of receipt of the request, the Department of Justice shall reissue the Business Registration Certificate for the Commercial Mediation Center and the Branch Business Registration Certificate for the Commercial Mediation Center.

Article 28. Representative Office of the Commercial Mediation Center

1. The representative office is a subordinate unit of the Commercial Mediation Center, established to seek and promote opportunities for commercial mediation activities. The representative office may use a seal in accordance with the provisions of the law.

2. The Commercial Mediation Center is responsible under the law for the activities of the representative office.

3. Within seven working days from the date of establishment of the representative office, change of location, or change of the head of the representative office, the Commercial Mediation Center shall notify the Department of Justice of the province or centrally governed city where the Commercial Mediation Center has registered its operations.

In case the representative office is established outside the province or centrally governed city where the Commercial Mediation Center has registered its operations, the Commercial Mediation Center shall notify the Department of Justice where the representative office is established and the Department of Justice where the Commercial Mediation Center has registered its operations.

Article 29. Branches and Representative Offices of the Commercial Mediation Center Established Abroad

Within thirty days from the date the competent authority of the foreign country permits the establishment of branches or representative offices of the Commercial Mediation Center abroad or from the date the operation of branches or representative offices abroad ceases, the Commercial Mediation Center shall notify the Ministry of Justice and the Department of Justice of the province or centrally governed city where the Commercial Mediation Center has registered its operations in writing.

Article 30. Revocation of the License for Establishment and Registration of Operations of the Commercial Mediation Center, and Registration of Operations of Branches of the Commercial Mediation Center

1. The Commercial Mediation Center shall have its license for establishment revoked in the following cases:

a) The Commercial Mediation Center commits acts of violation that have been administratively sanctioned related to commercial mediation activities according to the laws on administrative sanctions and reoffends;

b) The Commercial Mediation Center does not conduct any commercial mediation activities for five consecutive years from the date it was granted the license for establishment;

c) The Commercial Mediation Center fails to register its operations at the Department of Justice of the province or centrally governed city where the Commercial Mediation Center is located within thirty days from the date the decision granting the license for establishment becomes effective, except in cases of justifiable reasons.

2. In case organizations or individuals discover that the Commercial Mediation Center falls under the circumstances subject to revocation of the license for establishment, they shall notify the Department of Justice of the province or centrally governed city where the Commercial Mediation Center has registered its operations. The Department of Justice shall examine and verify. If the Department of Justice discovers that the Commercial Mediation Center falls under the circumstances subject to revocation of the license for establishment as stipulated in Clause 1 of this Article, it shall issue a written request to the Ministry of Justice to revoke the license for establishment, stating the reasons and attaching relevant supporting documents (if any).

3. Within fifteen days from the date of receipt of the written request from the Department of Justice, the Ministry of Justice shall examine and decide to revoke the license for establishment of the Commercial Mediation Center.

Within seven working days from the date the decision of the Ministry of Justice to revoke the license for establishment becomes effective, the Department of Justice of the province or centrally governed city where the registration certificate for operations of the Commercial Mediation Center was issued shall issue a decision to revoke the registration certificate for operations of the Commercial Mediation Center.

4. A branch of the Commercial Mediation Center that commits acts of violation that have been administratively sanctioned related to commercial mediation activities according to the laws on administrative sanctions and reoffends shall have its registration certificate for operations revoked. The Department of Justice of the province or centrally governed city where the registration certificate for operations was issued to the branch shall carry out the revocation of the registration certificate for operations.

Article 31. Termination of Operations of the Commercial Mediation Center and Commercial Mediation Activities of the Arbitration Center

1. The Commercial Mediation Center shall cease operations in the following cases:

a) Voluntary termination of activities;

b) Being revoked the license for establishment according to Clause 1 of Article 30 of this Decree.

2. In case of termination of operations as provided for in Point a of Clause 1 of this Article, the Commercial Mediation Center shall notify the Ministry of Justice and the Department of Justice of the province or centrally governed city where the Commercial Mediation Center has registered its operations in writing about the cessation of operations at least thirty days before the cessation date.

Within sixty days from the date of the decision to terminate operations, the Commercial Mediation Center shall settle all debts and other property obligations, liquidate all contracts, and complete all accepted cases, except in cases of other agreements.

3. Within ten days from the date of completion of the procedures specified in Clause 2 of this Article, the Commercial Mediation Center shall report in writing to the Ministry of Justice and the Department of Justice of the province or centrally governed city where the Commercial Mediation Center has registered its operations. Within seven working days from the date of receipt of the report from the Commercial Mediation Center, the Ministry of Justice shall issue a decision to revoke the license for establishment. Within five working days from the date the decision of the Ministry of Justice to revoke the license for establishment becomes effective, the Department of Justice shall issue a decision to revoke the registration certificate for operations of the Commercial Mediation Center.

4. In case of termination of operations as provided for in Point b of Clause 1 of this Article, within sixty days from the date the decision of the Ministry of Justice to revoke the license for establishment of the Commercial Mediation Center becomes effective, the Commercial Mediation Center shall settle all debts and other property obligations, liquidate all contracts, and complete all accepted cases, except in cases of other agreements.

5. The Arbitration Center shall cease the implementation of commercial mediation activities in the following cases:

a) The Arbitration Center ceases operations according to the laws on commercial arbitration;

b) The Arbitration Center ceases the implementation of commercial mediation activities according to the Charter of the Center;

c) The Arbitration Center does not conduct any commercial mediation activities for five years from the date the decision of the Ministry of Justice to supplement commercial mediation activities becomes effective.

d) The arbitration center engages in conduct that has been administratively sanctioned under the laws governing administrative violations related to commercial mediation activities and reoffends.

6. The cessation of operations of the arbitration center as stipulated in Points a and b, Clause 5 of this Article shall be carried out in accordance with the laws on commercial arbitration. The settlement of the center's obligations shall be implemented in accordance with Clause 2 of this Article.

7. In cases where the arbitration center ceases operations as stipulated in Points c and d, Clause 5 of this Article, the Ministry of Justice shall issue a document to revoke the decision to supplement commercial mediation activities of the arbitration center. Within ten days from the date the revocation decision becomes effective, the arbitration center shall implement changes to its business registration content at the Department of Justice of the province or centrally-run city where the arbitration center is registered for operations. The procedures and formalities for changing the business registration content shall be carried out in accordance with the laws on commercial arbitration. The settlement of the center's obligations shall be implemented in accordance with Clause 4 of this Article.

Article 32. Cessation of Operations of Branches and Representative Offices of Commercial Mediation Centers

1. A branch of a commercial mediation center shall cease operations in the following circumstances:

a) Pursuant to a decision of the commercial mediation center;

b) The commercial mediation center ceases operations as provided for in Clause 1, Article 31 of this Decree;

c) The branch's business registration certificate is revoked in accordance with Clause 4, Article 30 of this Decree.

2. Within thirty days from the date the branch ceases operations, the commercial mediation center shall notify in writing the Ministry of Justice, the Department of Justice of the province or centrally-run city where the center is registered for operations, and the Department of Justice of the province or centrally-run city where the branch is registered for operations about the cessation of operations of the branch.

3. A representative office of a commercial mediation center shall cease operations pursuant to a decision of the commercial mediation center or when the commercial mediation center ceases operations as provided for in Clause 1, Article 31 of this Decree. At least ten days before the cessation date of the representative office, the commercial mediation center shall notify the cessation of operations of the representative office to the Department of Justice of the province or centrally-run city where the center is registered for operations and the Department of Justice of the province or centrally-run city where the representative office is located.

Chapter V
ACTIVITIES OF FOREIGN ORGANIZATIONS

ENGAGING IN COMMERCIAL MEDIATION IN VIETNAM

Article 33. Conditions and Forms of Activities of Foreign Organizations Engaging in Commercial Mediation in Vietnam

1. Foreign organizations engaging in commercial mediation that are legally established and operate abroad and respect the Constitution and laws of the Socialist Republic of Vietnam may engage in activities in Vietnam in accordance with this Decree.

2. Foreign organizations engaging in commercial mediation in Vietnam shall operate under the following forms:

a) A branch of a foreign organization engaging in commercial mediation (hereinafter referred to as a branch);

b) A representative office of a foreign organization engaging in commercial mediation (hereinafter referred to as a representative office).

Article 34. Branches and Representative Offices of Foreign Commercial Mediation Organizations in Vietnam

1. A branch is a subsidiary unit of a foreign commercial mediation organization established and operating commercial mediation activities in Vietnam in accordance with the provisions of this Decree. The foreign commercial mediation organization is responsible for the activities of the branch under Vietnamese law. The foreign commercial mediation organization appoints a commercial mediator to serve as the Branch Manager. The Branch Manager is the representative authorized by the foreign commercial mediation organization in Vietnam.

2. A representative office is a subsidiary unit of a foreign commercial mediation organization established to seek and promote opportunities for mediation activities in Vietnam in accordance with the provisions of this Decree. The foreign commercial mediation organization is responsible for the activities of the representative office under Vietnamese law.

3. The name of a foreign commercial mediation organization's branch must include the phrase "Branch" and the name of the foreign commercial mediation organization.

The name of a foreign commercial mediation organization's representative office must include the phrase "Representative Office" and the name of the foreign commercial mediation organization.

The name of a foreign commercial mediation organization's branch and representative office must comply with the provisions of Clause 1, Article 20 of this Decree.

Article 35. Rights and Obligations of Branches and Representative Offices of Commercial Mediation Organizations in Vietnam

1. Rights and obligations of branches

a) Rent premises to serve the operations of the branch;

b) Hire Vietnamese and foreign workers to work at the branch in accordance with the law;

c) Open accounts in Vietnamese dong and foreign currencies at banks permitted to operate in Vietnam to serve the operations of the branch;

d) Transfer the income of the branch abroad in accordance with Vietnamese law;

đ) Have a seal in accordance with the law;

e) Operate within the purpose, scope, and duration specified in the Branch Establishment Permit;

g) Appoint mediators to conduct mediation upon authorization from the foreign commercial mediation organization;

h) Provide commercial mediation services;

i) Store records and provide copies of mediation results upon request of the disputing parties or competent state authorities;

k) Report on the organization and operation of commercial mediation to the Department of Justice of the province or centrally administered city where the branch is registered to operate annually and when required;

l) Other rights and obligations as prescribed by law.

2. Rights and obligations of representative offices

a) The rights and obligations stipulated in Points a, b, c, đ, e, and l of Clause 1 of this Article;

b) Seek and promote opportunities for commercial mediation activities in Vietnam;

c) Not to conduct commercial mediation activities in Vietnam; only to carry out promotional and advertising activities for commercial mediation in accordance with Vietnamese law;

d) Report on the organization and operation of commercial mediation to the Department of Justice of the province or centrally administered city where the representative office is located annually and when required.

Article Article 36. Issuance of Permits to Establish Branches and Representative Offices of Foreign Commercial Mediation Organizations in Vietnam

1. A foreign commercial mediation organization wishing to establish a branch or representative office in Vietnam shall submit one set of documents to the Ministry of Justice. The documents include:

a) An application for establishing a branch or representative office according to the form issued by the Ministry of Justice;

b) A certified copy of the document proving the lawful establishment of the foreign commercial mediation organization issued by the competent authority of the foreign country;

c) An introduction of the activities of the foreign commercial mediation organization;

d) Decision to appoint a commercial mediator as the Branch Manager or Representative Office Manager;

đ) List of proposed commercial mediators and staff to work at the branch; list of proposed staff to work at the representative office.

3. Any accompanying documents submitted with the application for establishing a branch or representative office, if in a foreign language, must be translated into Vietnamese and the translation must be certified in accordance with Vietnamese law.

Documents issued by foreign authorities or organizations or notarized or certified abroad must be legalized according to Vietnamese law, except when exempted from legalization under international treaties to which the Socialist Republic of Vietnam is a party.

4. Within thirty days from the date of receipt of complete and valid documents, the Ministry of Justice will issue a permit to establish a branch or representative office of a foreign commercial mediation organization; in case of refusal, the reason must be notified in writing.

Article Article 37. Registration of Operations of Branches and Notification of Establishment of Representative Offices of Foreign Commercial Mediation Organizations in Vietnam

1. Within sixty days from the effective date of the decision to issue the establishment permit, the branch shall submit one set of registration documents to the Department of Justice of the province or centrally administered city where the branch is located. If the branch fails to register its operations within this period, the establishment permit will lose its validity unless there are justifiable reasons.

2. The registration documents include:

a) An application form for registration of operations according to the model issued by the Ministry of Justice;

b) A certified copy or a copy accompanied by the original for verification of the Branch Establishment Permit;

c) Documents proving the location of the branch.

3. Within ten days from the date of receipt of complete and valid documents, the Department of Justice will issue a registration certificate for the branch. The branch may commence operations from the date it receives the registration certificate.

Within seven working days from the date of issuance of the registration certificate for the branch, the Department of Justice shall send a copy of the registration certificate to the Ministry of Justice.

4. Within seven working days from the effective date of the decision to issue the establishment permit, the representative office shall submit one set of notification documents regarding the establishment of the representative office to the Department of Justice of the province or centrally administered city where the representative office is located. The documents include:

a) Notification of the establishment of the representative office;

b) A certified copy or a copy accompanied by the original for verification of the Representative Office Establishment Permit.

Article Article 38. Changes in Name, Branch Manager, and Location of Premises of Branches and Representative Offices of Foreign Commercial Mediation Organizations in Vietnam

1. A branch that wishes to change its name, Branch Manager, or head office address from one centrally governed city or province to another shall submit one set of application documents for such changes to the Ministry of Justice. The documents include:

a) An application form for the change issued by the Ministry of Justice;

b) Relevant documents related to the change.

Within fifteen days from the date of receiving valid documents, the Ministry of Justice shall issue a written approval for the change; in case of rejection, the reasons must be notified in writing.

2. Within fifteen days from the date the Ministry of Justice's written approval for changing the name and Branch Manager becomes effective, the branch shall submit a written request for changing the name and Branch Manager in the Business Registration Certificate to the Department of Justice where it has registered its activities. Within seven working days from the date of receiving the branch’s request, the Department of Justice shall issue a decision to change the name and Branch Manager in the branch’s Business Registration Certificate.

3. Within twenty days from the date the Ministry of Justice's written approval for changing the head office address from one centrally governed city or province to another becomes effective, the branch shall register its activities with the Department of Justice of the centrally governed city or province where the new head office address is located. The procedures and formalities for registration shall be carried out in accordance with Clause 2 and 3 of Article 37 of this Decree.

Within seven working days from the date of issuance of the new Business Registration Certificate, the branch shall notify the Department of Justice of the centrally governed city or province where it previously registered its activities before changing the head office address. The Department of Justice shall issue a decision to revoke the branch’s Business Registration Certificate.

4. In the event that a representative office changes its name, Representative Office Manager, or location of the head office from one centrally governed city or province to another, within seven working days from the date of the decision on the change, it must notify in writing the Ministry of Justice and the Department of Justice of the centrally governed city or province where the representative office is located.

Article 39. Reissuing the Establishment License, Business Registration Certificate of the Branch, and the Establishment License of the Representative Office of Foreign Commercial Mediation Organizations in Vietnam

1. In cases where the Establishment License, Business Registration Certificate of the Branch, or the Establishment License of the Representative Office of foreign commercial mediation organizations in Vietnam is lost, burned, torn, deteriorated, or destroyed in any other manner, the branch or representative office of foreign commercial mediation organizations in Vietnam shall submit a written request for reissue to the competent authority that issued the Establishment License or Business Registration Certificate to obtain a reissue.

2. Within ten days from the date of receipt of the written request, the Ministry of Justice shall reissue the Establishment License for the branch or representative office of foreign commercial mediation organizations in Vietnam. Within five working days from the date of receipt of the written request, the Department of Justice shall reissue the Business Registration Certificate for the branch of foreign commercial mediation organizations in Vietnam.

Article 40. Revocation of the Establishment License, Business Registration Certificate of the Branch, and the Establishment License of the Representative Office of Foreign Commercial Mediation Organizations in Vietnam

1. The branch of foreign commercial mediation organizations in Vietnam shall have its Establishment License revoked in the following circumstances:

a) The branch commits violations related to commercial mediation activities that have been administratively sanctioned and subsequently repeats such violations;

b) The branch does not conduct any activity listed in the Establishment License for a continuous period of five years from the date of issuance of the Establishment License;

c) The branch fails to register its activities within sixty days from the date the Establishment License becomes effective, except in cases of justifiable reasons.

2. The representative office of foreign commercial mediation organizations in Vietnam shall have its Establishment License revoked if it commits violations related to commercial mediation activities that have been administratively sanctioned and subsequently repeats such violations.

3. If an organization or individual discovers that a branch or representative office falls under the circumstances for revoking the Establishment License, they shall notify the Department of Justice of the centrally governed city or province where the branch or representative office is located. The Department of Justice shall examine and verify the situation.

If there is evidence confirming that the branch or representative office falls under the circumstances stipulated in Clause 1 and 2 of this Article, the Department of Justice shall issue a written request to the Ministry of Justice to revoke the Establishment License, specifying the reasons and attaching supporting documents (if available).

4. Within fifteen days from the date of receipt of the Department of Justice's written request, the Ministry of Justice shall review and decide to revoke the Establishment License of the branch or representative office.

5. Within fifteen days from the date the Ministry of Justice's decision on revoking the Establishment License of the branch of foreign commercial mediation organizations in Vietnam becomes effective, the Department of Justice of the centrally governed city or province where the branch is registered shall issue a decision to revoke the branch’s Business Registration Certificate.

Article 41. Termination of Activities of Branches and Representative Offices of Foreign Commercial Mediation Organizations in Vietnam

1. Branches and representative offices of foreign commercial mediation organizations in Vietnam shall terminate their activities in the following cases:

a) The branches and representative offices terminate their activities pursuant to the decision of the foreign commercial mediation organization;

b) The foreign commercial mediation organization that established branches and representative offices in Vietnam ceases its operations abroad;

c) The branches and representative offices have their licenses revoked according to Clause 1 and 2, Article 40 of this Decree.

2. In cases where termination of activities is carried out as provided for in Point a and b, Clause 1 of this Article, at least thirty days before the date of termination, the branches and representative offices must notify in writing about the termination of activities to the Ministry of Justice and the Department of Justice of the province or centrally governed city where the branch or representative office is located.

Within sixty days from the date of termination, the branches and representative offices must settle all debts and other property obligations, liquidate labor contracts, and complete all accepted cases for the branch, except in cases where there are other agreements.

3. Within ten days from the completion of the procedures as stipulated in Clause 2 of this Article, the branches and representative offices must report in writing to the Ministry of Justice and the Department of Justice of the province or centrally governed city where the branch was registered to operate and the representative office is located. Within seven working days from the date of receipt of the report from the branch or representative office, the Ministry of Justice issues a decision to revoke the establishment license of the branch or representative office; the Department of Justice issues a decision to revoke the business registration certificate of the branch.

4. In cases where termination of activities is carried out as provided for in Point c, Clause 1 of this Article, within sixty days from the effective date of the decision of the Ministry of Justice regarding the revocation of the establishment license of the branch or representative office, the branches and representative offices must settle all debts and other property obligations, liquidate labor contracts, and complete all accepted cases for the branch, except in cases where there are other agreements.

Chapter VI
IMPLEMENTING PROVISIONS

Article 42 |||. State management on commercial mediation

1. The Ministry of Justice is the agency assisting the Government in uniformly managing state administration over commercial mediation nationwide, with the following tasks and powers:

a) Drafting and submitting to competent state agencies for issuance, or issuing within its authority, detailed regulations and guidance on the implementation of laws on commercial mediation;

b) Issuing, revoking the establishment licenses of commercial mediation centers; issuing, revoking the establishment licenses of branches and representative offices of foreign commercial mediation organizations in Vietnam; approving changes to the contents of the establishment licenses of commercial mediation centers; approving changes to the contents of the establishment licenses of branches of foreign commercial mediation organizations in Vietnam; supplementing commercial mediation activities for arbitration centers;

c) Publishing lists of commercial mediators and commercial mediation organizations nationwide;

d) Issuing and guiding the uniform use of model documents and papers in the field of commercial mediation;

e) Implementing measures to support the development of commercial mediation activities; overall planning for the development of commercial mediation organizations nationwide; promoting and disseminating laws, and guiding practices on commercial mediation;

f) Inspecting, auditing, handling complaints and accusations, and dealing with violations of laws on commercial mediation;

g) Implementing international cooperation in the field of commercial mediation;

h) Performing other tasks and powers as prescribed by this Decree and relevant laws.

2. Provincial People's Committees under the central government, within their jurisdiction, manage state administration over commercial mediation activities locally.

Departments of Justice assist provincial People's Committees under the central government in performing state management functions over the organization and activities of commercial mediation locally, with the following tasks and powers:

a) Registering activities and registering changes to the contents of business registration certificates of commercial mediation centers; registering changes to the contents of business registration certificates of arbitration centers; registering activities and registering changes to the contents of business registration certificates of branches of commercial mediation centers, branches of foreign commercial mediation organizations in Vietnam; revoking business registration certificates of commercial mediation centers, branches of commercial mediation centers; revoking business registration certificates of branches of foreign commercial mediation organizations in Vietnam;

b) Registering, establishing, and removing names of commercial mediators from the list of commercial mediators of the Department;

c) Updating and publishing lists of commercial mediators and commercial mediation organizations on the Department of Justice's electronic portal; reviewing, compiling statistics, and reporting annual data on commercial mediators in the locality;

d) Promoting and disseminating laws, and guiding practices on commercial mediation;

e) Inspecting, auditing, handling complaints and accusations, and dealing with violations of commercial mediation activities locally within their authority;

f) Reporting to the provincial People's Committee under the central government and the Ministry of Justice on commercial mediation activities in the locality annually and when required;

g) Other tasks and powers as decided by the Chairman of the provincial People's Committee under the central government or delegated by the Minister of Justice, as prescribed by this Decree and relevant laws.

3. Ministries and ministerial-level agencies within their respective tasks and powers shall be responsible for coordinating with the Ministry of Justice to implement state management over commercial mediation..

Article 43. Effective Date

This Decree takes effect from April 15, 2017.

Article 44. Responsibility for Implementation

Ministers, heads of ministerial-level agencies, heads of agencies under the Government, Chairmen of provincial People's Committees under the central government are responsible for implementing this Decree./.