Decree No. 72/2006/NĐ-CP detailing the Law on Trade regarding Representative Offices and Branches of foreign traders in Vietnam

DECREE

Regulations on Representative Offices and Branches of Foreign Trading Enterprises in Vietnam pursuant to the Commercial Law

 of foreign trading enterprises in Vietnam

__________________

THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Based on the Commercial Law dated June 14, 2005.

Considering the proposal of the Minister of Trade,

DECREE

Chapter I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Decree provides detailed regulations on the establishment, operation, rights, and obligations of Representative Offices of foreign trading enterprises; Branches of foreign trading enterprises in Vietnam when such enterprises specialize in goods trading and activities directly related to goods trading.

2. Representative Offices and Branches of foreign-invested enterprises established in Vietnam are not within the scope of this Decree's regulation.

Article 2. Right to establish Representative Offices and Branches of foreign trading enterprises in Vietnam Male

1. Foreign trading enterprises may establish their Representative Offices in Vietnam (hereinafter referred to as Representative Office) according to Articles 16, 17, 18, and 22 of the Commercial Law and the provisions of this Decree.

2. Foreign trading enterprises may establish their Branches in Vietnam (hereinafter referred to as Branch) according to Vietnam’s commitments under international treaties to which Vietnam is a party for the purpose of engaging in goods trading and activities directly related to goods trading, as stipulated in Articles 16, 19, 20, and 22 of the Commercial Law and the provisions of this Decree.

The Minister of Trade shall base on international treaties to which Vietnam is a party to announce and guide the activities of goods trading and activities directly related to goods trading that foreign trading enterprises' Branches carry out in Vietnam.

3. Representative Offices and Branches are dependent units of foreign trading enterprises. Representative Offices and Branches cannot be established under other Representative Offices or Branches.

4. Representative Offices and Branches of foreign trading enterprises operating in specific commercial fields (banking, finance, legal services, culture, education, tourism, or other fields as prescribed by law) shall comply with the provisions of other regulatory legal documents.

Article 3. Authority issuing Licenses for Establishing Representative Offices and Branches

1. The Ministry of Trade shall issue, reissue, amend, supplement, extend, and revoke Licenses for establishing Branches operating in the fields specified in Clause 2 of Article 2 of this Decree.

2. Departments of Trade, Departments of Trade and Tourism (hereinafter collectively referred to as Departments of Trade) shall issue, reissue, amend, supplement, extend, and revoke Licenses for establishing Representative Offices.

Chapter II

ISSUANCE, REISSUANCE, AMENDMENT, SUPPLEMENTATION, EXTENSION OF LICENSES FOR ESTABLISHING REPRESENTATIVE OFFICES AND BRANCHES

Article 4. Conditions for Issuing Licenses for Establishing Representative Offices and Branches

1. A foreign trading enterprise shall be granted a License for establishing a Representative Office in Vietnam if it meets the following conditions:

a) It is a trader recognized as lawful by the laws of the country or territory (hereinafter collectively referred to as the country) where the trader was established or registered for business;

b) It has been operating for at least one year since its lawful establishment or registration for business in the country of the trader.

2. A foreign trading enterprise shall be granted a License for establishing a Branch in Vietnam if it meets the following conditions:

a) It is a trader recognized as lawful by the laws of the country where the trader was established or registered for business;

b) It has been operating for at least five years since its lawful establishment or registration for business.

3. The License for establishing a Representative Office or Branch in Vietnam of a foreign trading enterprise shall have a validity period of five years but shall not exceed the remaining validity period of the Business Registration Certificate or equivalent document of the foreign trading enterprise if the laws of the foreign country prescribe a validity period for the Business Registration Certificate of the foreign trading enterprise.

Article 5. Documents for requesting a License to establish a Representative Office or Branch

1. The documents for requesting issuance of the Business Registration Certificate for a Representative Office include:

a) An application form for a License to establish a Representative Office according to the model of the Ministry of Commerce signed by the authorized representative of the foreign trader;

b) A copy of the Business Registration Certificate or equivalent document of the foreign trader certified by the competent authority where the foreign trader was established. In case the Business Registration Certificate or equivalent document specifies the operating period of the foreign trader, such period must still have at least one year remaining;

c) Financial statements audited or other equivalent documents proving the existence and actual operation of the foreign trader in the most recent fiscal year;

d) A copy of the Charter of operation of the trader for foreign traders that are economic organizations;

2. Documents for requesting a License to establish a Branch include:

a) An application form for a License to establish a Branch according to the model of the Ministry of Commerce signed by the authorized representative of the foreign trader;

b) A copy of the Charter of operation of the Branch, specifying clearly the scope of authority granted to the head of the Branch;

c) A copy of the Business Registration Certificate or equivalent document of the foreign trader certified by the competent authority where the foreign trader was established or registered for business. In case the Business Registration Certificate or equivalent document specifies the operating period of the foreign trader, such period must still have at least three years remaining;

d) Financial statements audited or other equivalent documents proving the existence and actual operations of the foreign trader in the most recent fiscal year;

3. The documents specified in points b and c of Clause 1 and points b, c, and d of Clause 2 of this Article must be translated into Vietnamese, certified by the diplomatic mission or consular office of Vietnam abroad, and legalized according to Vietnamese law;

Article 6. Cases Where a License to Establish a Representative Office or Branch Will Not Be Issued

The issuing authority will not issue a License to establish a Representative Office or Branch to a foreign trader in the following cases:

1. The foreign trader does not meet all the conditions stipulated in Clauses 1 and 2 of Article 4 of this Decree;

2. The foreign trader only engages in trading goods or services listed in the Catalogue of Prohibited Goods and Services under Vietnamese law;

3. The foreign trader requests a License to establish a Representative Office or Branch within two years from the date their License to establish a Representative Office or Branch in Vietnam was revoked according to Clause 2 of Article 28 of this Decree;

4. There is evidence showing that establishing a Representative Office or Branch would harm national defense and security, public order, social safety, historical and cultural traditions, morals, customs, and health of the people, destroy natural resources, and damage the environment;

5. Submitting an incomplete or non-compliant application and failing to supplement the required documents as requested by the licensing authority;

6. Other cases as prescribed by law.

Article 7. Time limit for issuing the License to establish Representative Office and Branch

1. Foreign traders shall submit the application dossier for issuing the License to establish Representative Office and Branch to the licensing authority as prescribed in Article 3 of this Decree.

2. For the establishment of Representative Office, within fifteen days from the date of receiving a complete and valid dossier, the Department of Commerce shall complete the examination and issue the License to establish Representative Office to the foreign trader and send a copy of the License to the Ministry of Commerce, People's Committee of province/city directly under the Central Government (hereinafter referred to collectively as Provincial People's Committee), tax authority, statistical authority, and provincial public security authority where the Representative Office is located.

3. For the establishment of Branch, within fifteen days from the date of receiving a complete and valid dossier, the Ministry of Commerce shall complete the examination and issue the License to establish Branch to the foreign trader and send a copy of the License to the Provincial People's Committee, Department of Commerce, tax authority, statistical authority, and provincial public security authority where the Branch is located.

4. In case the dossier is incomplete, within three working days from the date of receipt of the dossier, the licensing authority must notify in writing for the foreign trader to supplement and complete the dossier.

5. The time limits specified in Clause 2 and Clause 3 of this Article do not include the time taken by the foreign trader to amend and supplement the dossier for applying for the License to establish Representative Office and Branch.

6. Immediately upon expiration of the time limit specified in Clause 2 and Clause 3 of this Article without issuing the License to establish Representative Office and Branch, the competent authority as prescribed in Article 3 of this Decree must notify in writing to the foreign trader about the reason for not issuing the License.

Article 8. Notification of Activities of Representative Office and Branch

1. Within forty-five days from the date of issuance of the License, the Representative Office and Branch must publish in a newspaper or online publication permitted to be issued in Vietnam for three consecutive issues the following contents:

a) Name and address of the headquarters of the Representative Office and Branch;

b) Name and address of the headquarters of the foreign trader;

c) Head of the Representative Office and Branch;

d) Number, date of issuance, validity period of the License to establish Representative Office and Branch, issuing authority;

e) Content of activities of the Representative Office and Branch.

2. Within the time limit stipulated in Clause 1 of this Article, the Representative Office must officially commence operations and notify the Department of Commerce about opening operations at the registered location.

3. Within the time limit stipulated in Clause 1 of this Article, the Branch must officially commence operations and notify the Ministry of Commerce and the Department of Commerce where the Branch is located about opening operations at the registered location.

Article 9. Establishment of Management Structure of Representative Office and Branch

1. The establishment of management structure and appointment of leadership of the Representative Office and Branch shall be decided by the foreign trader.

2. The number of foreigners working at the Representative Office and Branch must comply with Vietnamese labor laws and international commitments made by Vietnam in international treaties to which Vietnam is a party.

Article 10. Amending and Supplementing the License for Establishing Representative Office and Branch

1. In the following cases, foreign traders must complete procedures to amend and supplement the License for Establishing Representative Office and Branch with the competent authority within ten days from the date of change:

a) Changing the head of the Representative Office or Branch;

b) Changing the location of the headquarters of the foreign trader within the territory where the trader establishes or registers business;

c) Changing the location of the Representative Office within the scope of one province or centrally governed city;

d) Changing the location of the Branch's headquarters in Vietnam;

đ) Changing the name or activities of the Representative Office or Branch.

2. The application dossier for amending and supplementing the License for Establishing Representative Office and Branch includes:

a) An application form for amending and supplementing the License for Establishing Representative Office and Branch according to the model of the Ministry of Commerce signed by the authorized representative of the foreign trader;

b) The original License for Establishing Representative Office and Branch that has been issued.

3. Within ten days from the date of receiving the valid dossier of the foreign trader, the issuing authority shall be responsible for amending and supplementing the License and sending a copy of the amended and supplemented License to the authorities specified in Clause 2 and Clause 3, Article 7 of this Decree.

Article 11. Reissuing the License for Establishing Representative Office and Branch

1. In the following cases, foreign traders must complete procedures to reissue the License for Establishing Representative Office and Branch with the competent authority within fifteen days from the date of change:

a) Changing the location of the Representative Office from one province or centrally governed city to another province or centrally governed city;

b) Changing the name or place of establishment registration of the foreign trader from one country to another;

c) Changing the activities of the foreign trader.

2. In case the License for Establishing Representative Office and Branch is lost, torn, or destroyed, the foreign trader must immediately complete procedures to request reissuance of the License for Establishing Representative Office and Branch with the competent authority upon occurrence of such event.

Article 12. Dossier for Reissuing the License for Establishing Representative Office and Branch

1. The application dossier for reissuing the License for Establishing Representative Office in the case stipulated in point a, Clause 1, Article 11 includes:

a) An application form for reissuing the License for Establishing Representative Office according to the model of the Ministry of Commerce signed by the authorized representative of the foreign trader;

b) Confirmation from the authority that issued the License regarding the cancellation of the Representative Office registration at the old location;

c) A notarized copy of the License for Establishing Representative Office that has been issued.

2. The application dossier for reissuing the License for Establishing Representative Office and Branch in the case stipulated in points b and c, Clause 1, Article 11 includes:

a) An application form for reissuing the License for Establishing Representative Office and Branch according to the model of the Ministry of Commerce signed by the authorized representative of the foreign trader;

b) A copy of the Business Registration Certificate or equivalent document of the foreign trader confirmed by the competent authority where the foreign trader establishes or registers business. Documents specified herein must be translated into Vietnamese and certified by the diplomatic mission or consular office of Vietnam abroad and undergo legalization according to Vietnamese law.

c) The original License for Establishing Representative Office and Branch that has been issued.

3. The application dossier for reissuing the License for Establishing Representative Office and Branch in the case stipulated in Clause 2, Article 11 includes:

a) An application form for reissuing the License for Establishing Representative Office and Branch according to the model of the Ministry of Commerce signed by the authorized representative of the foreign trader;

b) The original or a copy of the License for Establishing Representative Office and Branch that has been issued (if available).

Article 13. Procedures for Reissuing the License to Establish a Representative Office or Branch

1. In cases where there is a change of location for the office as stipulated in point a, Clause 1, Article 11 of this Decree, foreign traders must complete procedures to terminate operations of the representative office at the Department of Commerce where the current office is located and request reissuance of the license to establish a representative office at the Department of Commerce where the new office is expected to be located.

Within no more than five working days from the date of receiving the application for changing the location of the office to another province or centrally governed city, the Department of Commerce where the foreign trader's representative office is currently located shall be responsible for confirming in writing the cancellation of registration for establishment of the representative office at their local area.

Within no more than five working days from the date of receiving a valid dossier from the foreign trader as prescribed in Clause 1, Article 12, the Department of Commerce where the foreign trader plans to locate the new representative office shall be responsible for reissuing the license with a validity period not exceeding the remaining validity period of the previously issued license to establish a representative office and notify the agencies specified in Clause 2, Article 7 of this Decree.

2. Within no more than ten days from the date of receiving a valid dossier from the foreign trader as prescribed in Clauses 2 and 3, Article 12, the agency that issued the license shall be responsible for reissuing the license with a validity period not exceeding the remaining validity period of the previously issued license to establish a representative office or branch and notify the agencies specified in Clauses 2 and 3, Article 7 of this Decree.

Article 14. Extension of the License to Establish a Representative Office or Branch

1. Foreign traders may apply for extension of the license to establish a representative office or branch when meeting all of the following conditions:

a) There is a need to continue operating in Vietnam under the form of a representative office or branch;

b) The foreign trader is operating in accordance with the laws of the country where it was established or registered for business;

c) There has been no serious violation of Vietnamese law related to the activities of the representative office or branch.

2. The dossier for applying for extension of the license to establish a representative office or branch includes:

a) An application for extension of the license to establish a representative office or branch according to the model provided by the Ministry of Trade signed by the authorized representative of the foreign trader;

b) A financial report with audit or other equivalent documents proving the existence and actual operation of the foreign trader in the most recent fiscal year. Documents specified herein must be translated into Vietnamese and certified and legalized by diplomatic missions or consular offices of Vietnam abroad in accordance with Vietnamese law;

c) A report on the activities of the representative office or branch up to the date of the application for extension of the license to establish a representative office or branch;

d) The original license to establish a representative office or branch that has been issued.

3. At least thirty days before the expiration of the license to establish a representative office or branch, the foreign trader must complete the extension procedures.

4. The time limit for competent state agencies to process the extension of the license to establish a representative office or branch shall be carried out as the time limit for issuing a new license to establish a representative office or branch as prescribed in Article 7 of this Decree.

5. Immediately upon expiration of the time limit specified in this Article, if the competent authority does not extend the license to establish a representative office or branch, they must notify the foreign trader in writing of the reasons for not extending the license.

6. The competent authority issuing the license to establish a representative office or branch shall be responsible for notifying the agencies specified in Clauses 2 and 3, Article 7 of this Decree about the extension or non-extension of the license.

7. The extension period shall be carried out as the validity period of the representative office or branch license as prescribed in Clause 3, Article 4 of this Decree.

Article 15. Fees for Issuing, Reissuing, Amending, Supplementing, and Extending the License to Establish Representative Offices and Branches

1. Foreign traders must pay fees for issuing, reissuing, amending, supplementing, and extending the License to Establish Representative Offices and Branches.

2. The Ministry of Finance shall take the lead and coordinate with the Ministry of Trade to specify the levels and management of fees for issuing, reissuing, amending, supplementing, and extending the License to Establish Representative Offices and Branches.

Chapter III

CONTENT OF ACTIVITIES, RIGHTS AND OBLIGATIONS OF REPRESENTATIVE OFFICES AND BRANCHES

Article 16. Content of Activities of Representative Offices

The content of activities of representative offices includes:

1. Performing liaison office functions.

2. Promoting the construction of cooperation projects of foreign traders in Vietnam.

3. Studying the market to promote opportunities for buying and selling goods, supplying, and consuming commercial services of the traders they represent.

4. Monitoring and urging the implementation of contracts signed with Vietnamese partners or related to the Vietnamese market of the foreign traders they represent.

5. Other activities permitted by Vietnamese law.

Article 17. Content of Activities of Branches

1. Branches may conduct activities recorded in the License to Establish and consistent with the provisions of Clause 2, Article 2 of this Decree.

2. In cases where branches operate in fields subject to conditions under the law, branches can only operate when they meet the required conditions.

Operating conditions for business are requirements that branches must have or fulfill when conducting specific business activities, expressed through a Business Registration Certificate, a Certificate of Eligibility for Business, a Professional Qualification Certificate, a Professional Insurance Certificate, capital requirements stipulated by law, or other requirements prescribed by law on enterprises.

Article 18. Opening Accounts

1. Representative offices may open dedicated expenditure accounts in foreign currency and dedicated expenditure accounts in Vietnamese dong at banks permitted to operate in Vietnam, and such accounts may only be used for the activities of the representative offices.

2. Branches may open settlement accounts in foreign currency and Vietnamese dong at banks permitted to operate in Vietnam to serve their activities.

In special cases, branches may open accounts at foreign banks upon approval by the State Bank of Vietnam. Branches are responsible for reporting to the State Bank of Vietnam on the use of accounts opened abroad.

3. The opening, use, and closure of accounts of representative offices and branches shall be carried out in accordance with the regulations of the State Bank of Vietnam.

Article 19. Reporting System for Activities

1. Annually, before the last working day of January of the following year, representative offices and branches must submit written reports on their activities of the previous year to the agency issuing the License to Establish Representative Offices and Branches.

2. Branches must comply with financial reporting systems and statistical reporting systems as prescribed by Vietnamese law.

3. In cases where necessary according to Vietnamese law, representative offices and branches are obligated to report, provide documents, or explain issues related to their activities upon request from competent state management agencies.

Article 20. Rights and Obligations of Representative Office and Head of Representative Office

The Representative Office and the head of the Representative Office shall perform their rights and obligations as prescribed by the Commercial Law and the following provisions:

1. The Representative Office shall not perform the function of representing other traders and shall not sublet its office premises.

2. The head of the Representative Office of a foreign trader shall not concurrently hold the following positions:

a) Head of Branch in Vietnam;

b) Legal representative of the foreign trader for concluding contracts without a written authorization from the foreign trader;

c) Legal representative of a business established under Vietnamese law.

3. In cases where a foreign trader authorizes the head of the Representative Office to conclude, amend, or supplement contracts, such authorization must be made in writing for each individual contract conclusion, amendment, or supplementation.

Article 21. Rights and Obligations of Branch and Head of Branch

The Branch and the head of the Branch shall perform their rights and obligations as prescribed by the Commercial Law and the following provisions:

1. The Branch shall not perform the function of representing other traders and shall not sublet its office premises.

2. The head of the Branch of a foreign trader shall not concurrently hold the following positions:

a) Head of Representative Office of the same foreign trader in Vietnam;

b) Head of Representative Office or Branch of another foreign trader in Vietnam.

Article 22. Termination of Operations of Representative Office and Branch

1. The Representative Office and Branch shall terminate operations in the following circumstances:

a) Upon proposal of the foreign trader and approval by the competent authority;

b) When the foreign trader ceases operations according to the laws of the country where it was established or registered for business;

c) At the end of the term of operation specified in the License for establishing the Representative Office or Branch, if the foreign trader does not request an extension;

d) At the end of the period of operation specified in the License for establishing the Representative Office or Branch, if the issuing authority does not approve an extension;

đ) When the License for establishing the Representative Office or Branch is revoked according to Clause 2, Article 28 of this Decree.

2. At least thirty days before the date on which the Representative Office or Branch is expected to cease operations as stipulated in point a, point b, and point c of Clause 1 of this Article, the foreign trader must notify the cessation of operations to the issuing authority, creditors, employees of the Representative Office or Branch, and other interested parties. Such notification must clearly state the expected date of cessation of operations of the Representative Office or Branch, and must be publicly posted at the premises of the Representative Office or Branch and published in three consecutive issues of a permitted print or online newspaper in Vietnam.

3. Within fifteen days from the date of the decision not to extend the License for establishing the Representative Office or Branch or the date of the decision to revoke the License as stipulated in point d and point đ of Clause 1 of this Article, the issuing authority must publish in three consecutive issues of a permitted print or online newspaper in Vietnam about the cessation of operations of the Representative Office or Branch and clearly state the date of cessation of operations of the Representative Office or Branch.

4. Within fifteen days from the date when the foreign trader and the Representative Office or Branch complete their obligations as prescribed in Clause 3 or Clause 4 of Article 23 of this Decree, the issuing authority must remove the name of the Representative Office or Branch from the Register.

5. Within fifteen days from the date of removal of the Branch's name, the Ministry of Trade shall be responsible for notifying the cessation of operations of the Branch to the People's Committee of the province, Department of Trade, tax authority, statistical authority, and provincial public security authority where the Branch is located.

Within fifteen days from the date of removal of the Representative Office's name, the Department of Trade shall be responsible for notifying the cessation of operations of the Representative Office to the Ministry of Trade, People's Committee of the province, tax authority, statistical authority, and provincial public security authority where the Representative Office is located.

Article 23. Obligations of foreign traders towards Representative Offices and Branches

1. Foreign traders shall be liable under Vietnamese law for all activities of their Representative Offices and Branches in Vietnam.

2. The head of the Representative Office or Branch shall be responsible for their own activities and those of the Representative Office or Branch under Vietnamese law when conducting activities outside the scope of authorization.

3. At least fifteen days before the Representative Office or Branch ceases operations as provided in points a, b, and c, Clause 1, Article 22 of this Decree, the foreign trader, Representative Office, and Branch have the obligation to settle all debts and other obligations with the State, organizations, and individuals concerned in accordance with the provisions of the law.

4. Within sixty days from the date the Representative Office or Branch ceases operations as provided in points d and e, Clause 1, Article 22 of this Decree, the foreign trader has the obligation to settle all debts and other obligations with the State, organizations, and individuals concerned in accordance with the provisions of the law.

Chapter IV

STATE MANAGEMENT OF THE ACTIVITIES OF REPRESENTATIVE OFFICES AND BRANCHES

 MANAGEMENT OF THE ACTIVITIES OF REPRESENTATIVE OFFICES AND BRANCHES

Article 24. The Ministry of Trade shall be responsible for:

1. Taking the lead and coordinating with ministries and sectors in drafting, submitting to competent authorities for issuance, or issuing within its authority legal normative documents on Representative Offices and Branches.

2. Directing the issuance, reissuance, amendment, supplementation, extension, and revocation of licenses for establishing Representative Offices; implementing the issuance, reissuance, amendment, supplementation, extension, and revocation of licenses for establishing Branches.

3. Inspecting and supervising the management work of Provincial Departments of Trade regarding the activities of Representative Offices and Branches nationwide.

4. Taking the lead and coordinating with relevant ministries, sectors, and localities in inspecting and supervising Representative Offices and Branches when necessary or upon request of ministries, sectors, and localities.

5. Taking the lead and coordinating with relevant ministries, sectors, and localities in building a database on Representative Offices and Branches nationwide.

6. Handling violations of law by representative offices and branches within its authority.

Article 25. Provincial People's Committees shall be responsible for:

1. Directing the Provincial Department of Trade to review, issue, reissue, amend, supplement, extend, and revoke licenses for establishing Representative Offices as stipulated in Article 3 of this Decree.

2. Managing the activities of Representative Offices and Branches and their heads at the local level within their authority.

3. Directing the Provincial Department of Trade to inspect and supervise Representative Offices and Branches when necessary or organizing inter-sectoral inspection and supervision teams upon request of local specialized agencies.

Article 26. Provincial Departments of Trade shall be responsible for:

1. Issuing, reissuing, amending, supplementing, extending, and revoking licenses for establishing Representative Offices as stipulated in Article 3 of this Decree.

2. Inspecting and supervising Representative Offices and Branches when necessary according to the law or participating in inter-sectoral inspection and supervision teams as decided by the Provincial People's Committee.

3. Reporting annually to the Ministry of Trade on the situation of issuing, reissuing, amending, supplementing, extending, and revoking licenses for establishing Representative Offices at the local level.

4. Providing information and reports for the Ministry of Trade to build a database on Representative Offices and Branches.

Article 27. Inspection and Examination

1. During their operation, Representative Offices and Branches must be subject to inspection and examination by the agencies specified in Articles 24, 25, and 26 of this Decree and other competent authorities as prescribed by Vietnamese law. The inspection and examination of Representative Offices and Branches must ensure compliance with their functions, authority, and the legal regulations on inspection and examination.

2. Any person issuing an inspection or examination decision that does not comply with the law or who abuses inspection and examination to harass or cause inconvenience to the operations of Representative Offices and Branches shall be disciplined or criminally prosecuted depending on the severity of the violation, and if damage is caused, they must compensate according to the provisions of the law.

Article 28. Handling Violations

1. Foreign traders, Representative Offices, and Branches that violate the provisions of this Decree or commit specific violations listed below shall be subject to legal sanctions according to the nature and degree of the violation as stipulated by the law on administrative violations:

a) Falsely declaring, inaccurately, or untimely reporting changes in the content of the application for issuance, reissuance, amendment, supplementation, or extension of the Representative Office or Branch establishment permit.

b) Not operating within the time limit prescribed after being granted the Representative Office or Branch establishment permit.

c) Not notifying the issuing authority about the opening date for operation within the prescribed time limit.

d) Not having a registered office for the Representative Office or Branch or renting out the Representative Office or Branch office.

đ) Not submitting periodic reports on the activities of the Representative Office or Branch to the issuing authority as required.

e) Not providing reports, supplying documents, or explaining issues related to the activities of the Representative Office or Branch as requested by state authorities.

g) Not processing procedures for amending, supplementing, or reissuing the permit as prescribed by this Decree.

h) Altering or tampering with the contents of the issued permit.

i) Operating outside the scope of activities recorded in the Representative Office or Branch permit.

k) Not implementing or improperly implementing the procedures for terminating operations as prescribed by this Decree.

l) Violating the obligations of the Representative Office or Branch and the head of the Representative Office or Branch as stipulated by this Decree.

m) Continuing to operate after the foreign trader has ceased operations.

n) Continuing to operate after the competent state authority has revoked the Representative Office or Branch establishment permit.

2. The Representative Office or Branch will have its establishment permit revoked in the following cases:

a) Not officially commencing operations within six months from the date of issuance of the establishment permit.

b) Ceasing operations continuously for six months without notifying the authority issuing the Permit to establish a Representative Office;

c) Not submitting periodic reports on the activities of the Representative Office or Branch for two consecutive years.

d) Not submitting reports as required by the competent authority within six months from the date of the written request.

đ) Operating outside the functions of the Representative Office or Branch as prescribed by law.

3. The head of the Representative Office or Branch who violates the provisions of this Decree shall be subject to administrative penalties or criminal prosecution depending on the nature and degree of the violation as prescribed by law.

4. A foreign trader organizing operations in Vietnam under the form of a Representative Office or Branch without an establishment permit for the Representative Office or Branch shall have their operations terminated in Vietnam and be subject to legal sanctions according to Vietnamese law.

Article 29. Complaints and Accusations

Foreign traders have the right to appeal or report against decisions or actions contrary to the law, causing difficulties or inconvenience, made by civil servants or state agencies regarding the issuance or refusal of the Representative Office or Branch establishment permit. Appeals and complaints, as well as their resolution, shall be carried out in accordance with the law on appeals and complaints.

Chapter V

IMPLEMENTING PROVISIONS

Article 30. Effective Date

1. This Decree shall take effect fifteen days from the date of publication in the Official Gazette.

2. This Decree replaces the relevant provisions concerning Representative Offices and Branches of foreign traders in Decree No. 45/2000/NĐ-CP dated September 6, 2000, of the Government on Representative Offices and Branches of foreign traders and foreign tourism enterprises in Vietnam.

3. Previous regulations concerning Representative Offices and Branches of foreign traders in Vietnam that conflict with the provisions of this Decree are hereby abolished.

Article 31. Transitional Provisions

1. Representative Offices and Branches established before the effective date of this Decree may continue to operate according to the content stipulated in the issued permits and must process the procedures for reissuing the Representative Office or Branch establishment permit as prescribed by this Decree within six months from the effective date of this Decree.

2. Branches of foreign tobacco companies established before the effective date of this Decree shall operate according to special regulations of the Prime Minister.

Article 32. Implementation Organization

1. The Minister of Commerce is responsible for guiding the implementation of this Decree.

2. Ministers, Heads of Ministries equivalent to ministries, Heads of government agencies, Chairmen of People's Committees of provinces and centrally governed cities shall be responsible for implementing this Decision./.