This Circular provides detailed regulations on the examination and issuance of permits for the establishment of permanent representative offices of foreign economic organizations in Vietnam and related conditions and procedures. It applies to all foreign economic organizations and individuals wishing to operate in various fields in Vietnam.
Đối tượng áp dụng
All foreign economic organizations and individuals (Foreign Party) have relations with Vietnamese economic and commercial organizations in fields such as import and export of goods, investment, banking, finance, transportation, postal services, scientific and technological cooperation, tourism, and services.
Các điểm cốt lõi
- Foreign Parties may be granted permission to establish a permanent representative office in Vietnam if they operate in fields such as trading in imported and exported goods, investment, banking, finance, transportation, postal services, scientific and technological cooperation, tourism, and services.
- Foreign Parties must meet specific conditions to obtain a permit, such as having had trade relations with Vietnamese economic organizations for a certain period or having invested in Vietnam according to regulations.
- The Ministry of Commerce examines and decides to issue permits for Foreign Parties after receiving applications and consulting relevant agencies.
- The permit for establishing a representative office only becomes effective from the date of valid registration with the People's Committee of the province where the representative office is located, and the Foreign Party must pay fees as prescribed.
- Foreign Parties may carry out activities within the scope specified in the permit, and violations will be handled according to the law.
🌐 Tác động xã hội từ văn bản này
- Positive impact: Creating opportunities for foreign economic organizations to participate in the Vietnamese market, promoting international economic cooperation.
- Negative impact: May impose administrative procedural burdens and costs on Foreign Parties when applying for permits and operating in Vietnam.
❓ Câu hỏi thường gặp
Who can request a permit to establish a permanent representative office?
All foreign economic organizations and individuals (Foreign Party) have relations with Vietnamese economic and commercial organizations in fields such as import and export of goods, investment, banking, finance, transportation, postal services, scientific and technological cooperation, tourism, and services.
What conditions must foreign parties engaged in the business of importing and exporting goods meet to obtain a permit?
They must have direct trade relations with Vietnamese economic organizations for at least two years and import goods from Vietnam worth not less than two million US dollars annually.
What conditions must foreign parties engaged in the investment field meet to obtain a permit?
They must promote investment projects in accordance with the Law on Foreign Investment in Vietnam, with a minimum statutory capital contribution of two million US dollars, and have obtained a permit from the State Committee for Cooperation and Investment.
What conditions must foreign parties engaged in the banking and finance field meet to obtain a permit?
They must promote cooperative projects in the banking or financial sector, or have credit institutions established according to current Vietnamese laws, approved by the State Bank of Vietnam or the Ministry of Finance.
What conditions must foreign parties engaged in the tourism and service field meet to obtain a permit?
They must promote cooperative projects for developing tourism and services, excluding remittance services, bulk purchase export services, and retail import sales services in Vietnam.
Toàn văn
CIRCULAR
Guidelines for Implementing the Regulations on the Establishment and Operation of Permanent Representative Offices of Foreign Economic Organizations in the Socialist Republic of Vietnam
permanent representative offices of foreign economic organizations in the Socialist Republic of Vietnam
Pursuant to Decree No. 382/HĐBT dated November 5, 1990 of the Council of Ministers promulgating the Regulations on the Establishment and Operation of Permanent Representative Offices of Foreign Economic Organizations in the Socialist Republic of Vietnam, after exchanging opinions with relevant sectors and localities and being approved by the Chairman of the Council of Ministers (document No. 1060-KTĐN dated April 9, 1991), the Ministry of Commerce provides specific guidance on certain points in the regulations for uniform implementation as follows:
1. Subjects eligible for application for permits to establish representative offices:
All foreign economic organizations and individuals (hereinafter referred to as foreign parties) having relations with Vietnamese economic and commercial organizations in the following fields:
Export and import of goods;
Investment;
Banking and finance;
Transportation and postal services;
Scientific and technological cooperation;
Tourism and services aiming to achieve economic purposes within the scope of activities and meeting the conditions stipulated in the Regulations may apply for permission to establish a permanent representative office in Vietnam.
2. Conditions for obtaining permission to establish a representative office:
a. For foreign parties operating in the field of export and import of goods:
Having had trade relations with Vietnamese economic organizations directly engaged in export and import for at least two years;
Importing goods from Vietnam not less than 2 million US dollars annually, with priority given to granting permission to foreign parties importing goods that Vietnam encourages for export.
In special cases, even if the above two conditions are not met, but if the foreign party has credible grounds ensuring its capability and prospects for long-term trade relations with Vietnam, it will also be considered for permission to establish a representative office.
b. For foreign parties operating in the investment field:
Requesting to promote the establishment of investment projects under the Law on Foreign Investment in Vietnam, where the statutory capital contribution of the foreign party is not less than 2 million US dollars, with priority given to granting permission to foreign parties wishing to establish a representative office to promote the establishment of investment projects in encouraged sectors or those significant to the national economy, and the operation period of the representative office shall not exceed one year from the date of valid registration pursuant to Point 6 of this Circular, confirmed by the competent state management agency in the relevant sector (Ministry or People's Committee of province, city, centrally governed municipality).
Holding a permit from the State Committee on Cooperation and Investment and having implemented the project with the statutory capital contribution of the foreign party not less than 5 million US dollars.
c. For foreign parties operating in the banking and financial field:
Requesting to promote cooperation projects in the banking or financial sector and being confirmed by the State Bank of Vietnam or the Ministry of Finance of Vietnam, or;
Having a credit institution (including bank branches) established according to current Vietnamese laws, permitted by the State Bank of Vietnam or the Ministry of Finance of Vietnam, or;
Requesting to implement cooperation contracts, joint ventures in the banking and financial sector already signed with Vietnamese economic organizations with legal personality in the banking and financial sector and approved by the State Bank of Vietnam or the Ministry of Finance of Vietnam.
d. For foreign parties operating in the transportation, postal service, and scientific and technological cooperation field:
Requesting to promote cooperation projects in the transportation, postal service, or scientific and technological sectors and being confirmed by the competent state management agency in the relevant specialized sector, or;
Requesting to implement contracts already signed with Vietnamese economic organizations with legal personality in the relevant specialized sector and approved by the competent state management agency in that sector.
e. For foreign parties operating in the tourism and service field:
Requesting to promote development cooperation projects in tourism and services, excluding remittance services, purchasing goods for export, and selling imported goods in Vietnam, and being confirmed by the competent state management agency in the relevant specialized sector, or;
Requesting to implement contracts already signed with Vietnamese economic organizations with legal personality in the relevant sector and approved by the competent state management agency in that sector.
3. Procedure for applying for permission and the authority responsible for granting permission to establish a representative office:
3.1 - Foreign parties applying for permission to establish a representative office in Vietnam in each specialized field must submit an application form in accordance with the unified model of the Ministry of Commerce (Model No. 1 issued together with this Circular) including one original in Vietnamese and one copy in one of the three languages: English, French, or Russian, and must comply with the provisions of Article 4 and Article 5 of the Regulations.
The application for permission to establish a representative office, along with the documents specified in Article 5 of the Regulations, including other related documents such as projects, agreements already signed or to be signed with authorized Vietnamese economic organizations, and a brief introduction about the foreign party according to Model No. 4 issued together with this Circular (hereinafter referred to as the Application Package) shall be submitted to the Ministry of Commerce and the People's Committee of the province, city, or centrally governed municipality (hereinafter referred to as the Provincial People's Committee) where the foreign party wishes to establish the headquarters of the representative office.
3.2 - Upon receipt of the application package for permission to establish a representative office sent by the foreign party:
The Ministry of Commerce shall issue a letter seeking opinions from relevant agencies in each specialized field before deciding whether to grant or deny permission to the foreign party.
The People's Committee of the province where the foreign party requests to establish a representative office, on one hand, immediately informs the Ministry of Commerce about receiving the application file, and on the other hand, based on reviewing the file sent by the foreign party, the People's Committee of the province proactively provides comments to the Ministry of Commerce within thirty days from the date of receipt of the file regarding the situation and prospects of economic-commercial relations between the foreign party and the locality, and the possibility of renting premises, hiring Vietnamese citizens (if any) to work at the representative office, and other related issues that the People's Committee of the province is concerned about.
3.3 - Within a period not exceeding sixty working days from the date the Ministry of Commerce receives a complete and valid application file, the foreign party shall be notified in writing by the Ministry of Commerce about the result of the request to establish a representative office.
4. Permission to establish a representative office and payment of fees:
4.1 - The permit for establishing a representative office (Form No. 2 issued together with this Circular), issued by the Ministry of Commerce to the foreign party, clearly specifies the scope of activities of the representative office in Vietnam and only becomes effective upon registration with the People's Committee of the province where the representative office is located.
For foreign parties engaged in export trade, the head of the representative office may enter into foreign trade purchase and sale contracts with Vietnamese economic organizations authorized to directly import and export under Vietnamese current laws when they have authorization from the foreign party and act as the authorized representative of the foreign party.
4.2 - When receiving the permit to establish a representative office in Vietnam, the foreign party must pay a fee according to the Fee Schedule prescribed by the Ministry of Commerce and the Ministry of Finance of Vietnam.
The aforementioned fee is the official charge levied by the State of Vietnam for allowing the foreign party to establish a representative office and operate in Vietnam. Besides this official charge, the State of Vietnam does not impose any additional surcharges.
4.3 - The representative office can only carry out tasks within the scope specified in the permit. Any violation of the provisions in the permit will be handled according to Point 3, Article 17 of the Regulation.
Regarding leasing premises and hiring Vietnamese citizens (if any) to work at the representative office:
Leasing premises and hiring Vietnamese citizens (if any) to work at the representative office shall be carried out in accordance with the "Regulation on Leasing Premises and Hiring Labor for Foreign Nationals and Overseas Vietnamese Residents," issued along with Decree No. 389-HĐBT dated November 10, 1990, by the Council of Ministers, and Circular No. 3-TT/LB dated April 8, 1991, by the Joint Ministries of Construction, Labor, Invalids and Social Affairs, Interior, and Finance guiding the implementation of the said Regulation.
6. On the registration of activities of representative offices:
6.1 - Within sixty days from the date of issuance of the permit to establish a representative office, the foreign party must complete all procedures for leasing premises and hiring Vietnamese citizens (if any) in accordance with the current regulations of Vietnam, and simultaneously submit to the People's Committee of the province a summary of the curriculum vitae of the head representative, foreign employees, and Vietnamese employees who will work at the representative office, and must also complete the registration procedures with the People's Committee of the province where the representative office is located.
6.2 - Beyond the above-mentioned deadline, if the registration procedures have not been completed, the foreign party must notify the People's Committee of the province in writing about the reasons and the expected completion time for the registration procedures of the representative office.
6.3 - Within a period not exceeding fifteen working days from the date the foreign party submits a complete application for registration according to the issued permit, the foreign party shall be granted a registration certificate for the representative office by the People's Committee of the province according to a unified form of the Ministry of Commerce (Form No. 3 issued together with this Circular).
6.4 - After issuing the registration certificate for the representative office in Vietnam, the People's Committee of the province sends a copy to the Ministry of Commerce for monitoring purposes.
6.5 - Any representative office operating in Vietnam without a permit and without registration shall be considered illegal and shall be dealt with according to the current laws of Vietnam.
7. Regarding the opening of Vietnamese currency and foreign currency accounts at banks:
The representative office must open a Vietnamese currency account (with a foreign currency base) and a foreign currency account (if any) at a Vietnamese bank in accordance with the regulations of the State Bank of Vietnam and can only use these accounts to serve administrative activities of the representative office. Strictly prohibited is the use of these accounts for business purposes contrary to the permit for establishing the representative office.
8. Regarding the importation and re-exportation of necessary items for the operational and living needs of the representative office:
Representative offices of foreign economic organizations in Vietnam do not enjoy diplomatic privileges and immunities; therefore, the importation and re-exportation of necessary items for the operational and living needs of the representative office shall be carried out according to Article 8 of Decree No. 131-HĐBT dated August 27, 1987, of the Council of Ministers, specifically:
The representative office is allowed to import into Vietnam and re-export when concluding operations in Vietnam cars and necessary items for the operational and living needs of the representative office according to the standard quantitative list for diplomatic missions issued together with Decree No. 131-HĐBT mentioned above but must pay import duties and other fees as stipulated by the current Vietnamese customs regulations.
9. Regarding changes, extensions, and termination of the representative office's activities:
9.1 - Changes in the name and location of the representative office:
After obtaining the permit or during the period of operation in Vietnam, if the foreign party wishes to change the name of the representative office (in case the foreign party changes its name), change the location (province, city) of the main office or branch of the representative office, or extend the duration of the representative office's operation in Vietnam, the foreign party must report in writing to the Ministry of Commerce and the People's Committee of the province where the representative office is located thirty days in advance and can only make such changes or extensions when approved in writing by the Ministry of Commerce.
9.2 - The change of representative and foreign employees:
After registration or during operation in Vietnam, the foreign party wishing to change the chief representative or foreign employees, including Vietnamese employees working at the Representative Office within the number specified in the license, must report to the People's Committee of the province where the office is located, and can only make changes upon receiving written approval from the People's Committee of the province.
9.3 - Termination of operations of the Representative Office:
In cases of termination of operations of the Representative Office as stipulated in Article 17 of the Regulation, the Ministry of Commerce of the Socialist Republic of Vietnam shall notify the foreign party in writing thirty days prior to the cessation of operations.
For cases where the Representative Office violates the license and registration certificate, depending on the severity of the offense, the People's Committee of the province where the Representative Office is located may issue warnings, reprimands, fines, or expel the violator from Vietnam, or recommend that the Ministry of Commerce issue a decision to terminate the operations of the Representative Office in Vietnam.
10. Regarding inspection and periodic reporting systems
10.1 - Inspection system:
10.1.1 - The Ministry of Commerce is the main authority responsible for state management over all activities of the Representative Office after it has been registered legally and operates in Vietnam.
10.1.2 - Ministries, State Committees, and other agencies under the Council of Ministers managing state affairs in specialized fields with foreign Representative Offices operating therein, based on their functions, tasks, and authorities, shall monitor the activities of the Representative Office in their respective fields and regularly exchange opinions with the Ministry of Commerce regarding issues arising in the operations of the Representative Office to coordinate directives.
10.1.3 - The People's Committee of the province where the Representative Office or its branch is located is the competent authority to inspect the activities of the Representative Office and its members working there to promptly address violations of the license and/or registration certificate, and immediately inform the Ministry of Commerce about the specific situation and measures taken against the Representative Office locally.
10.2 - Reporting system:
10.2.1 - Every six months, the Representative Office must submit reports in Vietnamese and in one of the commonly used languages (if deemed necessary) to the Ministry of Commerce and the People's Committee of the province where the office is located regarding its business activities based on the issued license (six-month reports must be submitted from July 1 to July 5, and annual reports must be submitted from January 1 to January 5 of the following year).
10.2.2 - In addition to the above periodic reports, the Ministry of Commerce has the right to request additional reports from the foreign party when necessary.
11. Implementation provisions:
11.1 - All Representative Offices that have been granted licenses before the issuance of this Circular must apply for new licenses from the Ministry of Commerce and register with the People's Committee of the province where the Representative Office is located according to current regulations, except for licenses valid until December 31, 1991.
The application for new licenses as mentioned above shall be proposed by the Chief Representative Office, and upon obtaining the new license, the Representative Office will not incur any additional fees.
Sixty days after the issuance of this Circular, if any Representative Office does not apply for a new license and re-register according to the above regulations, it will be considered as having no intention to operate, and the Ministry of Commerce will decide to terminate the operations of the Representative Office in Vietnam.
This Circular takes effect from the date of issuance and replaces Circular No. 22-KTĐN/PC dated October 25, 1989, of the Ministry of Foreign Trade.
Title Form Number 1
Company/Factory
... day ... month ... year 199...
APPLICATION FOR A LICENSE TO ESTABLISH A PERMANENT REPRESENTATIVE OFFICE
IN THE SOCIALIST REPUBLIC OF VIETNAM
Respected Sir, Minister of the Ministry of Commerce of the Socialist Republic of Vietnam
Hanoi
We respectfully request the Minister to permit our Company/Factory:
Name of Company/Factory:
Address of headquarters
(Recorded according to the professional experience declaration form confirmed by the organization where the applicant has worked or is currently working):
Place applying for establishment of Representative Office (province/city): ...
Main scope of operations:
Legal capital: establish a permanent representative office (or a branch of a permanent representative office) in the Socialist Republic of Vietnam as follows:
Scope of operations of the Representative Office: ...
Number of staff in the Representative Office: ... persons
Number of personnel recruited in Vietnam: ...
including:
Number of foreign nationals: ...
Name of Chief Representative Office: ...
Duration of operations of the Representative Office: ... years
(Recorded according to the professional experience declaration form confirmed by the organization where the applicant has worked or is currently working):
Main assets of the Representative Office: ...
We hereby commit that during our operations in the Socialist Republic of Vietnam, the Permanent Representative Office and its staff will comply with the laws of the Socialist Republic of Vietnam and operate in accordance with the registered content.
We respectfully send our greetings to the Minister.
Chairman/General Director
Signature, stamp
Documents attached to the application:
Company/Factory
1. Charter of operations of the Company/Factory or necessary documents proving the lawful existence of the Company/Factory, such as the company registration certificate issued by the competent authority of the country where the Company/Factory is domiciled (photocopy);
2. Certificate from the Bank or competent authority of the country where the Company/Factory is domiciled confirming the legal capital of the Company/Factory;
3. Projects, contracts, agreements already signed or to be signed with authorized economic organizations in Vietnam.
4. Brief introduction of the Company/Factory.
MINISTRY OF COMMERCE
Form No. 2
No.:.../GP-TTNN
SOCIALIST REPUBLIC OF VIETNAM
Hanoi, day month year 19
ESTABLISHMENT AND OPERATIONS OF PERMANENT REPRESENTATIVE OFFICES
LICENSE
MINISTER OF COMMERCE
Along with the application for establishing a representative office, foreign economic organizations must present:
Pursuant to Decree No. 382-HĐBT dated November 5, 1990 of the Council of Ministers promulgating the Regulations on the establishment and operations of permanent representative offices of foreign economic organizations in the Socialist Republic of Vietnam;
Considering the application for a license to establish a permanent representative office in Vietnam of the Company/Factory...
- Permit the Company/Factory...
DECISION:
Article 1. Nationality: ...
Address of headquarters: ...
Registered address: ...
shall establish a Representative Office/Representative Branch in the Socialist Republic of Vietnam with the full name "Representative Office of Company/Enterprise ... in the city..."
Article 2. - Scope of activities of the Representative Office:
........................................................................................................................
Article 3. - Number of staff of the Representative Office: ... persons, including:
Number of foreign nationals: ... (...)
Number of staff recruited in Vietnam: ... (...)
Article 4. - The term of operation of the Representative Office is ... years from the date this Permit is issued.
Article 5. - This Permit takes effect from the date the People's Committee of the province/city where the Representative Office is located confirms that it has completed the registration procedures legally.
Article 6. - All activities of the Representative Office and its staff in Vietnam must comply with the Regulations promulgated together with Decree No. 382-HĐBT dated November 5, 1990 of the Council of Ministers and current provisions of Vietnamese Law.
Minister of Commerce
Note: Within sixty days from the date of issuance of this permit, the Representative Office must submit the registration certificate for operations to the People's Committee of the province/city ...
Title of company/enterprise Form No. 3
... Date Month Year 19...
Respectfully submitted to: His Excellency the Chairman of the People's Committee of the province/city ...
REGISTRATION CERTIFICATE
The Permanent Representative Office of Company/Enterprise ... in Vietnam established pursuant to Permit No. ... dated ... of the Ministry of Commerce of the Socialist Republic of Vietnam hereby registers its activities as follows:
1. Address of the Representative Office:
House No. ... - Street ...
District ... - City ...
Telephone
Telex
Fax
2. Total number of staff: ... persons, including:
Director of the Representative Office:
Deputy Directors (if any):
Other positions (if any):
Staff members:
Foreign nationals:
Staff recruited in Vietnam; (Specify full name, nationality, position, assigned tasks).
3. Scope of activities of the Representative Office in Vietnam:
..........................................................................................................................................................................................................................................................
4. Start date of operations of the Representative Office:
The Representative Office is permitted to operate from the date the People's Committee of the province/city ... confirms that it has completed the registration procedures.
The Permanent Representative Office and its staff commit to complying with the provisions set out in the Permit of the Ministry of Commerce, the Registration Certificate, and current provisions of the Law of the Socialist Republic of Vietnam.
Applicant
Director of the Representative Office
Signature, Full Name
People's Committee of the province/city ...
confirms completion of registration procedures.
No. ...
... Date Month Year 19...
Chairman of the People's Committee of the province/city
(or authorized representative)
Signature, stamp
Title of company, enterprise Form No. 4
SUMMARY INTRODUCTION
ABOUT COMPANY, ENTERPRISE ...
1. Name of company, enterprise:
2. Nationality:
3. Address of main office:
Telephone: Telegraph:
Telex: Fax:
4. Registered operations in countries:
5. Business license number date month year
6. Business fields:
7. Main shareholders (if any):
8. Legal capital:
9. Annual turnover of the last three years:
10. Banks related to the company, enterprise:
11. Manufacturers, sales networks, trading companies, enterprises related to the company, enterprise:
12. Economic and trade relations with Vietnam:
Starting from:
Main business fields:
Main Vietnamese companies, enterprises as partners:
...
Trade volume with Vietnam over the past three years: (specify trade volume, major products of each year)
Expected development direction.
Chairman/General Manager of the company, enterprise
Signature (and stamp if any)
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