Decree No. 48/1999/ND-CP on Representative Offices and Branches of traders and tourism enterprises of Vietnam within and outside the country.

DECREE OF THE GOVERNMENT

Provisions on Representative Offices, Branch in province A

of traders and Vietnamese travel enterprises within the country and abroad

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THE GOVERNMENT

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

Pursuant to the Law on Commerce dated May 10, 1997;

Based on the Tourism Ordinance dated February 8, 1999;

At the proposal of the Minister of Trade and the General Director of the Tourism General Department,

DECREE:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates on Representative Offices and Branches within the country and abroad of Vietnamese traders (as provided for in the Commercial Law) and Vietnamese travel enterprises (as provided for in the Tourism Ordinance), hereinafter referred to as Representative Offices and Branches. Vietnamese traders and Vietnamese travel enterprises are collectively referred to as traders.

Article 2. Representative Office, Branch

1. A Representative Office is a dependent unit of a trader established within the country or abroad to promote trade or tourism, but shall not directly engage in profitable commercial activities or tourism business.

2. A Branch is a dependent unit of a trader established within the country or abroad to engage in commercial activities or tourism business.

3. Representative Offices and Branches abroad are not directly subordinate to the Agency representing the Socialist Republic of Vietnam in the receiving country, but must report their work to the head of such Agency.

4. A trader may establish one or more Representative Offices or Branches within the country or abroad. The Head of a Representative Office may concurrently serve as the Head of another Representative Office, but the Head of a Branch may not concurrently serve as the Head of another Branch or as the Head of a Representative Office.

Article 3. State Management over the Activities of Representative Offices and Branches

1. The Ministry of Trade is responsible for state management over all activities of Representative Offices and Branches of traders according to the provisions of the Commercial Law.

2. The General Department of Tourism is responsible for state management over all activities of Representative Offices and Branches related to tourism.

3. Ministries, ministerial-level agencies, and government agencies have the responsibility to coordinate with the Ministry of Trade, the General Department of Tourism, and the People's Committees of provinces and centrally governed cities where the main office of the trader is located, to implement state management over the activities of Representative Offices and Branches abroad within their respective areas of management.

4. The People's Committees of provinces and centrally governed cities implement state management over the activities of Representative Offices and Branches within their local jurisdictions.

Chapter II

ESTABLISHMENT OF REPRESENTATIVE OFFICES AND BRANCHES

Article 4. Conditions for Establishing Representative Offices and Branches

Any enterprise belonging to any economic sector established under the law that has the need to establish Representative Offices and Branches within the country or abroad are permitted to establish them according to the provisions of this Decree.

For travel enterprises, only international tour operators are allowed to establish Representative Offices and Branches abroad.

Article 5. Agencies Registering the Establishment of Representative Offices and Branches

1. The Department of Trade, where the Representative Office or Branch is headquartered, is responsible for registering the establishment of Representative Offices and Branches within the country, except for those of travel enterprises.

The Department of Tourism, where the Representative Office or Branch is headquartered, is responsible for registering the establishment of Representative Offices and Branches within the country of travel enterprises.

2. The Department of Trade, where the main office of the trader is located, is responsible for registering the establishment of Representative Offices and Branches abroad, except for those of travel enterprises.

The Department of Tourism, where the main office of the travel enterprise is located, is responsible for registering the establishment of Representative Offices and Branches abroad of travel enterprises.

3. In places where there are Departments of Trade and Tourism, the Department of Trade and Tourism performs

the tasks specified in Clause 1 and Clause 2 of this Article.

Article 6. Procedures for registering to establish Representative Offices and Branches within the country

1. The business entity shall submit to the Registration Authority, as specified in Clause 1 and Clause 3 of Article 5 of this Decree, a set of documents including:

a) A request form for registration to establish a Representative Office or Branch within the country, clearly stating the name and address of the business entity, the purpose of establishment, the scope of activities, the expected time of establishment, and the proposed location for the Representative Office or Branch headquarters.

b) A certified copy of the Business Registration Certificate from a notary office.

2. Within fifteen days from the date of receiving a complete and valid set of documents from the business entity, the Registration Authority shall be responsible for issuing to the business entity one original Certificate of Registration for establishing a Representative Office or Branch within the country, while simultaneously sending a copy to the Department of Finance where the Representative Office or Branch is located, and the Ministry of Trade or the General Administration of Tourism (if the Representative Office or Branch belongs to a travel company).

In case the business entity's request is not approved, the Registration Authority must notify the business entity of the reasons within the time limit stipulated in this clause.

Article 7. Procedures for registering to establish Representative Offices and Branches outside the country

1. The business entity shall submit to the Registration Authority, as specified in Clause 2 and Clause 3 of Article 5 of this Decree, a set of documents including:

a) A request form for registration to establish a Representative Office or Branch outside the country, clearly stating the name and address of the business entity, the purpose of establishment, the scope of activities, the expected time of establishment, and the proposed location for the Representative Office or Branch headquarters.

b) A certified copy of the Business Registration Certificate from a notary office.

c) For state-owned enterprises, in addition to the documents specified in point a and point b of this clause, the business entity must also submit to the Registration Authority a document of approval from the Ministry or central sector management agency or the People's Committee of the province or centrally-administered city directly managing the enterprise.

d) For tourism enterprises under all economic sectors, in addition to the documents specified in point a and point b of this clause, the enterprise must also submit to the Registration Authority a document of approval from the General Administration of Tourism.

2. Within fifteen days from the date of receiving a complete and valid set of documents, the Registration Authority shall be responsible for issuing to the business entity one original Certificate of Registration for establishing a Representative Office or Branch outside the country, and send a copy to the Department of Finance where the business entity's main office is located, and the Ministry of Trade or the General Administration of Tourism (if the Representative Office or Branch belongs to a tourism enterprise).

In case the business entity's request is not approved, the Registration Authority must notify the business entity of the reasons within the time limit stipulated in this clause.

Article 8. Report on Establishing Representative Offices and Branches Outside the Country

1. The business entity that has been issued a Certificate of Registration for establishing a Representative Office or Branch outside the country must report to the Registration Authority whether it has established or failed to establish the Representative Office or Branch according to the Certificate of Registration for establishing the Representative Office or Branch within sixty days from the date of issuance of the Certificate of Registration for establishing the Representative Office or Branch, and must also report to the Vietnamese representative office in the receiving country about the establishment of the Representative Office or Branch in the receiving country within sixty days from the date the receiving country permits the establishment of the Representative Office or Branch.

2. If, within sixty days from the date of issuance of the Certificate of Registration, the business entity has not established the Representative Office or Branch, it must report the reasons in writing to the Registration Authority. If, within sixty days from the date of receipt of the report on the failure to establish the Representative Office or Branch by the business entity, the business entity still has not established the Representative Office or Branch, the Registration Authority must issue a decision to revoke and directly recover the Certificate of Registration already issued.

Chapter III

RESPONSIBILITIES OF THE BUSINESS ENTITY AND REPRESENTATIVE OFFICES AND BRANCHES

Article 9. Responsibilities of Business Entities

1. Business entities with Representative Offices or Branches within the country shall be responsible under the law for all activities of their Representative Offices or Branches; they must submit periodic annual written reports to the Registration Authority on the activities of their Representative Offices or Branches.

2. Business entities with Representative Offices or Branches abroad must:

a) Comply with Vietnamese law and the law of the host country; be responsible under Vietnamese law for all activities of their Representative Offices or Branches abroad.

b) Not delegate to officials or employees of the representative offices of the Socialist Republic of Vietnam in foreign countries to perform the rights and obligations of Representative Offices or Branches in any form.

c) The transfer of foreign currency to Representative Offices or Branches abroad must comply strictly with the current foreign exchange management regulations.

d) Submit periodic annual written reports to the Registration Authority on the activities of their Representative Offices or Branches.

Article 10. Responsibilities of Representative Offices and Branches

1. Representative Offices and Branches within the country must comply with legal provisions; they shall be responsible to business entities for all their activities.

2. Representative Offices and Branches abroad must comply with Vietnamese law and the law of the host country; they shall be responsible to business entities for all their activities.

Chapter IV

TERMINATION OF OPERATIONS OF REPRESENTATIVE OFFICES AND BRANCHES AND HANDLING OF VIOLATIONS

Article 11. Termination of operations of Representative Offices and Branches

Representative Offices and Branches terminate operations in the following cases:

1. At the request of the business entity having the Representative Office or Branch;

2. The business entity is declared bankrupt or dissolved;

3. The Representative Office or Branch is compelled to terminate operations due to violations of Vietnamese law or the law of the host country.

Article 12. Procedures for termination of operations of Representative Offices and Branches

In the cases stipulated in Article 11 of this Decree, the procedures for terminating operations of Representative Offices and Branches are as follows:

1. Reporting situation:

a) In the case of self-requested termination of operations, the business entity must report to the Registration Authority about this at least 15 days before the planned date of termination of operations of the Representative Office or Branch.

b) In the case where the business entity is dissolved or declared bankrupt, the authority responsible for dissolution or bankruptcy declaration must notify the Registration Authority of such decision no later than 15 days from the date of bankruptcy declaration or dissolution decision.

c) In the case where the Representative Office or Branch is compelled to terminate operations, the business entity must report to the Registration Authority no later than 15 days from the date the Representative Office or Branch is compelled to terminate operations.

2. Within 15 days from the date of receiving the business entity's report or notification from the responsible authority, the Registration Authority must issue a decision to revoke and directly recover the Certificate of Establishment Registration of the Representative Office or Branch issued. This document is sent to the business entity, simultaneously sent to the Department of Finance, State Bank, where the Representative Office or Branch is located (in the case of Representative Offices or Branches within the country) or where the business entity's headquarters is located (in the case of Representative Offices or Branches abroad), the Ministry of Trade and central ministries or agencies managing industries, or provincial People's Committees directly under the central government for handling related issues.

Article 13. Handling Violations

Heads of Representative Offices, Heads of Branches, and those working at Representative Offices or Branches who violate the law, depending on the degree of violation, will be handled according to legal provisions.

Chapter V

IMPLEMENTING PROVISIONS

Article 14. Effectiveness

1. This Decree takes effect 30 days from the date of issuance. The Government Decree No. 40/CP dated May 19, 1994, promulgating the Regulations on Establishing Representative Offices of Vietnamese Businesses Abroad, is repealed.

2. The Ministry of Trade shall take the lead and coordinate with the Tourism General Administration and relevant agencies to guide the implementation of this Decree.

3. Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairmen of provincial People's Committees directly under the central government, and business entities with Representative Offices or Branches shall be responsible for implementing this Decree./.