JOINT CIRCULAR No. 31/1999/TTLT-BTM-TCDL GUIDING THE IMPLEMENTATION OF DECREE No. 48/1999/ND-CP dated July 8, 1999 OF THE GOVERNMENT ON REPRESENTATIVE OFFICES AND BRANCHES OF TRADERS AND TOURISM ENTERPRISES OF VIETNAM INSIDE AND OUTSIDE THE COUNTRY

JOINT CIRCULAR

Number31/1999/TTLT-BTM-TCDL, October 1, 1999

Guidelines for Implementing Decree No. 48/1999/ND-CP dated July 8, 1999 of the Government on Representative Offices and Branches of Businessmen and Tourism Enterprises in Vietnam and Abroad

 

Pursuant to Decree No. 48/1999/ND-CP dated July 8, 1999 of the Government on Representative Offices and Branches of Businessmen and Tourism Enterprises in Vietnam and Abroad, hereinafter referred to as Decree No. 48/1999/ND-CP, the Ministry of Trade and the General Department of Tourism provide detailed guidelines for certain points to ensure uniform implementation as follows:

I. Subjects Establishing Representative Offices and Branches in Vietnam and Abroad

All businesses under various economic sectors that have been established in accordance with the law and have the need may establish Representative Offices and Branches in Vietnam and abroad as stipulated in Decree No. 48/1999/ND-CP. Specifically, these include:

1. State-owned enterprises;

2. Limited liability companies;

3. Joint-stock companies;

4. Partnership companies;

5. Private enterprises;

6. Enterprises with foreign investment;

7. Cooperatives.

For tourism enterprises, only international travel agencies can establish Representative Offices and Branches abroad.

II. Registration for Establishing Representative Offices and Branches in Vietnam

1. Authorities Responsible for Registering the Establishment of Representative Offices and Branches in Vietnam

A) The Department of Trade of the province or centrally administered city where the Representative Office or Branch is located shall be responsible for registering the establishment of Representative Offices and Branches in Vietnam, except for those of tourism enterprises.

The Department of Trade of the province or centrally administered city where the Representative Office or Branch is located shall be responsible for registering the establishment of Representative Offices and Branches of trading and tourism enterprises. Prior to registration, the Department of Trade shall notify the Department of Tourism in writing. Within five working days from the date of notification, if the Department of Trade does not receive a written opinion from the Department of Tourism, it shall register the establishment of the Representative Office or Branch of the enterprise and send a copy of the registration certificate for the establishment of the Representative Office or Branch to the Department of Tourism.

B) The Department of Tourism of the province or centrally administered city where the Representative Office or Branch is located shall be responsible for registering the establishment of Representative Offices and Branches in Vietnam of tourism enterprises.

C) The Department of Trade and Tourism of the province or centrally administered city shall perform the tasks specified in Clause a and Clause b, Section I, Part II of this Circular.

2. Documents Required for Registering the Establishment of Representative Offices and Branches in Vietnam

The documents required for registering the establishment of Representative Offices and Branches in Vietnam include:

A) A request for registration of the establishment of a Representative Office or Branch (according to Model No. 1 issued together with this Circular)

B) A certified copy of the business registration certificate by a notary public. In addition to these two types of documents, the authority responsible for registration shall not require any other type of document.

3. Timeframe for Processing the Registration of the Establishment of Representative Offices and Branches in Vietnam

A) Within fifteen days from the date of receiving complete and valid documents, the authority responsible for registration must issue the enterprise a Certificate of Registration for the Establishment of a Representative Office or Branch in Vietnam (according to Model No. 2 issued together with this Circular) and send a copy to the tax authority where the Representative Office or Branch is located.

B) If the documents for registering the establishment of a Representative Office or Branch are incomplete or invalid, the authority responsible for registration shall notify the enterprise in writing within three working days from the date of receipt to supplement and complete the documents in accordance with regulations.

III. Registration for Establishing Representative Offices and Branches Abroad

1. Authorities Responsible for Registering the Establishment of Representative Offices and Branches Abroad

A) The Department of Trade of the province or centrally administered city where the main office of the enterprise is located shall be responsible for registering the establishment of Representative Offices and Branches abroad, except for those of tourism enterprises.

The Department of Trade of the province or centrally administered city where the main office of the enterprise is located shall be responsible for registering the establishment of Representative Offices and Branches abroad of trading and international travel agency tourism enterprises. Prior to registration, the Department of Trade shall submit a written request for comments to the General Department of Tourism and inform the Department of Tourism; within three working days from the date of submission, if the Department of Tourism provides comments, it shall report to the General Department of Tourism. Within seven working days from the date of submission, if the Department of Trade does not receive a written comment from the General Department of Tourism, it shall register the establishment of the Representative Office or Branch of the enterprise and send a copy of the registration certificate for the establishment of the Representative Office or Branch to the Department of Tourism.

B) The Department of Tourism of the province or centrally administered city where the main office of the tourism enterprise is located shall be responsible for registering the establishment of Representative Offices and Branches abroad of international travel agency tourism enterprises. Prior to registration, the Department of Tourism shall submit a written request for comments to the General Department of Tourism; within seven working days from the date of submission, if the Department of Tourism does not receive a written comment from the General Department of Tourism, it shall register the establishment of the Representative Office or Branch of the enterprise.

C) The Department of Trade and Tourism of the province or centrally administered city shall perform the tasks specified in Clause a and Clause b, Section I, Part III of this Circular.

2. Documents Required for Registering the Establishment of Representative Offices and Branches Abroad

The documents required for registering the establishment of Representative Offices and Branches abroad include:

A) A request for the establishment of a Representative Office or Branch (according to Model No. 1 issued together with this Circular)

B) A certified copy of the Business Registration Certificate issued by a notarized public office. Additionally, for businesses engaged in international travel agencies, a certified copy of the International Travel Agency Business License issued by a notarized public office is required.

C) Approval document from the Ministry, central sector management agency, or People's Committee of the province/city directly under the Central Government responsible for state-owned enterprises.

In addition to the aforementioned documents, the registration authority shall not request any other documents.

3. Timeframe for registering the establishment of Representative Offices and Branches abroad.

A) Within fifteen days from the date of receiving complete and valid application materials, the registration authority must issue the original Certificate of Registration for the establishment of Representative Offices and Branches abroad (in accordance with Model No. 2 attached hereto) and send a copy to the tax authority where the business entity has its principal place of business.

B) If the documents for registering the establishment of a Representative Office or Branch are incomplete or invalid, the authority responsible for registration shall notify the enterprise in writing within three working days from the date of receipt to supplement and complete the documents in accordance with regulations.

IV. Contents of activities of Representative Offices and Branches and personnel working at Representative Offices and Branches

1. Contents of activities of Representative Offices and Branches

A) The contents of activities of Representative Offices and Branches must be consistent with the business content of the business entity.

B) Representative Offices and Branches may only operate according to the registered activities.

2. Personnel working at Representative Offices and Branches

A) The General Director of the enterprise has the right to decide on the number of personnel working at Representative Offices and Branches and is responsible under the law for such decisions.

B) An enterprise with Representative Offices and Branches abroad has the right to hire foreign nationals or overseas Vietnamese residents to work at Representative Offices and Branches, including the heads of Representative Offices and Branches, in accordance with Vietnamese laws and the laws of the host country.

Notwithstanding, for Representative Offices and Branches of tourism enterprises, the head of the Representative Office and Branch must be a member of the enterprise and hold Vietnamese nationality.

V. State Management over Activities of Representative Offices and Branches

1. Annually, before July 1st and December 31st, the Department of Commerce (or Department of Commerce and Tourism) is responsible for reporting to the Ministry of Commerce on the number and operational status of Representative Offices and Branches of business entities; the Department of Tourism (or Department of Commerce and Tourism) is responsible for reporting to the Tourism Administration on the number and operational status of Representative Offices and Branches of tourism enterprises.

2. The Ministry of Commerce and the Tourism Administration organize inspections of compliance with the law by the registration authorities for the establishment of Representative Offices and Branches and by business entities with Representative Offices and Branches in accordance with the provisions of the law.

VI. Implementation Organization

1. This Circular takes effect fifteen days from the date of signature and revokes Circular No. 10 TM - PC dated August 4, 1994, issued by the Ministry of Commerce guiding the implementation of the Regulations on Establishing Representative Offices of Vietnamese Enterprises Abroad.

2. Business entities that have established Representative Offices and Branches domestically or abroad prior to the effective date of this Circular do not need to re-register but must submit a notification document containing the name and address of the business entity, the name and address of the Representative Office and Branch, along with a copy of the permit for establishing the Representative Office and Branch to the registration authority.

Form No. 2

CERTIFICATE OF REGISTRATION FOR THE ESTABLISHMENT OF REPRESENTATIVE OFFICES (BRANCHES) IN THE DOMESTIC MARKET (ABROAD)

Pursuant to Decree No. 48/1999/ND-CP dated July 8, 1999 of the Government on Representative Offices and Branches of business entities and Vietnamese tourism enterprises in the domestic market and abroad, and Joint Circular No. 31/1999/TTLT-BTM-TCDL dated October 1, 1999 of the Ministry of Commerce and the Tourism Administration guiding the implementation of the above Decree;

The Director of the Department of Commerce (Tourism, Commerce and Tourism) of the province (city) ... certifies that the enterprise (name of enterprise) has registered the establishment of a Representative Office (Branch) in the domestic market (abroad) from the date of ... month ... year ..., specifically as follows:

1. Enterprise Name: - Address (*):

2. Type of Enterprise (State-Owned Enterprise, Limited Liability Company...):

3. Name of Representative Office (Branch):

4. Address (*) of Representative Office (Branch):

5. Contents of activities of Representative Office (Branch):

DIRECTOR OF DEPARTMENT OF COMMERCE

(TOURISM, COMMERCE AND TOURISM) 

(Signature, stamp)

(*): House number, street (village), ward (commune), district (county), city (province)

Model Number 1:

 

 

Unit: Equivalent USD: Department of Commerce (14:19:31 Tourism) of the province (city)...

 

1. Enterprise name:

- Address: (*)

- Telephone:                                                                             Fax:

- Account Number:

- Tax code:

- Head of the Enterprise (Name, Position):

 2. Type of Enterprise (State-Owned Enterprise, Limited Liability Company...):

 3. Contents of activities of Representative Office (Branch):

 4. Address (*) of Representative Office (Branch):

 5. Expected start date of operations of Representative Office (Branch):

HEAD OF ENTERPRISE

(Signature, stamp)

 

(*): House number, street (village), ward (commune), district (county), city (province)