JOINT CIRCULAR No. 31/1999/TTLT/BTM-TCDL GUIDING THE IMPLEMENTATION OF DECREE No. 48/1999/NĐ-CP dated July 8, 1999 of the Government on REPRESENTATIVE OFFICES AND BRANCHES of traders and travel businesses of Vietnam within the country and abroad.

JOINT CIRCULAR

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

Pursuant to Decree No. 48/1999/NĐ-CP dated July 8, 1999 of the Government on Representative Offices and Branches of Business Enterprises and Tourism Businesses in Vietnam and Abroad, hereinafter referred to as Decree No. 48/1999/NĐ-CP, the Ministry of Trade and the General Department of Tourism provide specific guidelines for implementation as follows:

I. SUBJECTS ESTABLISHING REPRESENTATIVE OFFICES AND BRANCHES IN THE COUNTRY AND ABROAD

All business enterprises belonging to all economic sectors established in accordance with the provisions of the law and having the need may establish Representative Offices and Branches in the country and abroad according to the provisions of Decree No. 48/1999/NĐ-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 businesses, only international travel agencies are permitted to establish Representative Offices and Branches abroad.

II. REGISTRATION FOR ESTABLISHING REPRESENTATIVE OFFICES AND BRANCHES IN THE COUNTRY

1. Authority responsible for registering the establishment of Representative Offices and Branches in the country.

a) The Provincial Department of Trade where the Representative Office or Branch is located shall be responsible for registering the establishment of Representative Offices and Branches in the country, except for those of tourism businesses.

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

b) The Provincial Department of Tourism where the Representative Office or Branch is located shall be responsible for registering the establishment of Representative Offices and Branches in the country of tourism businesses.

c) The Provincial Department of Trade and Tourism shall perform the tasks specified in Clause a and Clause b of Section 1 Part II of this Circular.

2. Documents for registering the establishment of Representative Offices and Branches in the country.

The documents for registering the establishment of Representative Offices and Branches in the country 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 office.

In addition to the two types of documents mentioned above, the authority responsible for registration shall not require any other type of document.

3. Time limit for processing the registration of the establishment of Representative Offices and Branches in the country.

a) Within fifteen days from the date of receiving complete and valid documents, the authority responsible for registration must issue to the enterprise a Certificate of Registration for the establishment of a Representative Office or Branch in the country (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 of the documents to supplement and complete the documents in accordance with the regulations.

III. REGISTRATION FOR ESTABLISHING REPRESENTATIVE OFFICES AND BRANCHES ABROAD

1. Authority responsible for registering the establishment of Representative Offices and Branches abroad.

a) The Provincial Department of Trade 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 businesses.

The Provincial Department of Trade 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 businesses. Before registration, the Provincial Department of Trade shall send a letter requesting opinions from the General Department of Tourism, also sending a copy to the Provincial Department of Tourism for information. Within three working days from the date of sending the letter, if the Provincial Department of Tourism provides an opinion, it shall report to the General Department of Tourism. Within seven working days from the date of sending the letter, if the Provincial Department of Trade does not receive a written opinion 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 Certificate of Registration for the establishment of the Representative Office or Branch to the Provincial Department of Tourism.

b) The Provincial Department of Tourism where the main office of the enterprise is located shall be responsible for registering the establishment of Representative Offices and Branches abroad of international travel agency tourism businesses. Before registration, the Provincial Department of Tourism shall send a letter requesting opinions from the General Department of Tourism. Within seven working days from the date of sending the letter, if the Provincial Department of Tourism does not receive a written opinion from the General Department of Tourism, it shall register the establishment of the Representative Office or Branch of the enterprise.

c) The Provincial Department of Trade and Tourism shall perform the tasks specified in Clause a and Clause b of Section 1 Part III of this Circular.

2. Documents for registering the establishment of Representative Offices and Branches abroad.

The documents for registering the establishment of Representative Offices and Branches abroad 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 office. Additionally, for enterprises engaged in international travel agency operations, a certified copy of the International Travel Agency Operating License by a notary office is required.

c) Approval document of the Ministry, central management agency of the industry or the People's Committee of the province or centrally governed city directly managing the State-owned enterprise (for State-owned enterprises).

In addition to the aforementioned documents, the registration authority shall not require any additional documents.

3. Time for registering the establishment of Representative Office, Branch abroad

a) Within fifteen days from the date of receiving complete and valid application files, the registration authority must issue the original Certificate of Registration for the Establishment of Representative Office, Branch abroad (according to Model No. 2 issued together with this Circular) and send a copy to the tax authority where the trader's main office 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 of the documents to supplement and complete the documents in accordance with the regulations.

IV. CONTENT OF ACTIVITIES OF REPRESENTATIVE OFFICE, BRANCH AND PERSONNEL WORKING AT THE REPRESENTATIVE OFFICE, BRANCH

1. Content of activities of Representative Office, Branch

a) The content of activities of the Representative Office, Branch must be consistent with the content of activities of the trader.

b) The Representative Office, Branch may only operate according to the registered content of activities.

2. Personnel working at the Representative Office, Branch

a) The company's General Director has the right to decide on the number of personnel working at the Representative Office, Branch and is responsible under the law for his/her decision.

b) A company having a Representative Office, Branch abroad has the right to hire foreign nationals or overseas Vietnamese residents to work at the Representative Office, Branch, including the Head of the Representative Office, Branch, in accordance with Vietnamese laws and the laws of the host country.

Specifically, for the Representative Office, Branch of a travel business, the Head of the Representative Office, Branch must be an employee of the company and hold Vietnamese nationality.

V. STATE MANAGEMENT OVER THE ACTIVITIES OF REPRESENTATIVE OFFICE, BRANCH

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 the Representative Offices, Branches of traders; 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 the Representative Offices, Branches of travel businesses.

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

VI. IMPLEMENTATION

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

2. Traders who have established Representative Offices, Branches domestically or abroad before the effective date of this Circular do not need to re-register the establishment but must submit a notification letter containing the name and address of the trader, the name and address of the Representative Office, Branch, along with a copy of the approval document for establishing the Representative Office, Branch to the registration authority.