Decree No. 82-CP Issuing Regulations on Establishment and Operation of Representative Offices of Foreign Economic Organizations in Vietnam

DECREE

Issuing regulations on the establishment and operation of foreign economic organizations' representative offices in Vietnam

THE GOVERNMENT

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

To standardize state management over representative offices of foreign economic organizations in Vietnam;

At the proposal of the Minister of Commerce;

DECREE:

Article 1

These regulations on the establishment and operation of representative offices of foreign economic organizations in Vietnam are hereby promulgated together with this Decree.

Article 2

This Decree replaces Decree No. 382-HĐBT dated November 5, 1990 of the Council of Ministers and takes effect from the date of signature. All previous provisions contrary to this Decree are abolished.

Article 3

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central cities are responsible for implementing this Decree./.

REGULATIONS

ESTABLISHMENT AND OPERATION OF FOREIGN ECONOMIC ORGANIZATIONS' REPRESENTATIVE OFFICES IN VIETNAM

(Issued together with Decree No. 82-CP dated August 2, 1994)

Foreign economic organizations meeting the conditions stipulated in these regulations shall be considered for issuance of permits to establish representative offices in Vietnam to establish economic and trade relations with Vietnamese enterprises.

PART I

GENERAL PROVISIONS

Article 1

Conditions for foreign economic organizations to be considered for issuance of permits to establish representative offices:

Article 2

Article 1 - Foreign economic organizations must be established in accordance with their own laws;

Article 2 - They must have been operating for at least five years;

Article 3 - They must have investment or trade projects that are of interest to Vietnam and have the capacity to implement them to promote Vietnam's economic and trade development.

For foreign economic groups requesting to establish representative offices to implement investment projects with capital of 10 million USD or more or to promote the implementation of import contracts for goods produced or processed in Vietnam, the condition set out in Article 2 above will be relaxed and they will be given priority consideration for permit issuance.

Scope of activities of representative offices of foreign economic organizations in Vietnam:

Article 3

Promoting the establishment of economic and scientific and technological cooperation projects and programs that are of interest to Vietnam.

Supervising and monitoring the implementation of economic and trade and scientific and technological contracts signed with Vietnamese enterprises in accordance with Vietnamese law.

Not directly engaging in business, providing services, or collecting money in Vietnam under any form. The head of the representative office and staff working in the office may not enter into economic and trade contracts with Vietnamese enterprises without a valid power of attorney from the parent company or the executive director of the foreign economic organization.

The Ministry of Commerce is responsible for considering, extending, supplementing, revoking, or canceling permits for foreign economic organizations to establish representative offices in Vietnam.

Article 4

PROCEDURES FOR ISSUANCE, EXTENSION, SUPPLEMENTATION, AND

PART II

REVOCATION OF PERMITS FOR THE OPERATIONS OF FOREIGN ECONOMIC ORGANIZATIONS' REPRESENTATIVE OFFICES IN VIETNAM

Foreign economic organizations requesting permits to establish representative offices in Vietnam must submit applications to the Ministry of Commerce (in a unified format prescribed by the Ministry of Commerce) including one copy in Vietnamese and one copy in one of the commonly used foreign languages.

Along with the application for establishing a representative office, foreign economic organizations must present:

Article 5

Clause 1 - Articles of association or necessary documents proving the establishment and lawful operation of the organization;

Clause 2 - A certificate from a bank or authorized legal authority abroad confirming the statutory capital of the organization.

Within thirty days from the date of receipt of complete and valid files, the Ministry of Commerce must respond (granting or not granting the permit) to foreign economic organizations seeking to establish representative offices in Vietnam.

Permits for establishing representative offices of foreign economic organizations in Vietnam must clearly specify the purpose and scope of operations of the office as provided for in Article 3 of these regulations.

Article 6

Permits are valid for three years from the date of issuance and can be extended for another three-year period upon request of the foreign economic organization.

, Clause 1, Clause 2 Article 7a of this Regulation.

Within ninety days from the date of issuance of the permit to establish a representative office, and within fifteen days from the date of extension of the permit, foreign economic organizations must complete registration procedures with the People's Committee of the province or city where the representative office is located.

After issuing the registration certificate for the representative office (in a unified format prescribed by the Ministry of Commerce), the People's Committee of the province or city must send a copy of the registration certificate to the Ministry of Commerce for monitoring and inspection.

Article 8

Foreign economic organizations wishing to change the name, main office, branch office location of the representative office from one province to another, to expand the scope of operations, or to extend the permit to establish a representative office in Vietnam, must report and obtain permission from the Ministry of Commerce, and only be allowed to make changes or continue operations upon receiving approval in writing.

Within fifteen days from the date of receipt of the application, the Ministry of Commerce must issue a written response informing the foreign economic organization of the result of the request for change, extension, or supplementation of the representative office's permit.

Article 9

During its operation in Vietnam, if a foreign economic organization wishes to change the head or staff of the representative office, it must report to the People's Committee of the province or city where the office is located, and only be allowed to make changes upon receiving written approval. The People's Committee of the province or city must respond within fifteen days from the date of receipt of the application from the foreign economic organization.

The operation of the representative office of a foreign economic organization will be terminated in the following cases:

Clause 1 - Expiration of the term specified in the permit;

Article 10

Clause 2 - Upon request of the foreign economic organization;

Clause 3 - By decision of the Ministry of Commerce to revoke the permit if the representative office violates these regulations.

In the aforementioned cases, the Ministry of Commerce must notify the foreign economic organization and the People's Committee of the province or city where the office is located thirty days before the termination of the representative office's operations.

Within sixty days from the date of notification of termination of operations by the Ministry of Commerce, the representative office of the foreign economic organization in Vietnam must return leased premises, housing, and working equipment, and settle all debts (if any) with related Vietnamese organizations and individuals.

Rights and responsibilities of the representative office

Article 11

of foreign economic organizations in Vietnam

Chapter III

Powers and responsibilities of the representative office of foreign economic organizations in Vietnam

foreign economic organizations in Vietnam

Article 12

When granted, renewed, or supplemented with a representative office establishment permit in Vietnam, foreign economic organizations must pay a fee as prescribed by the Ministry of Finance of Vietnam.

Article 13

The foreign economic representative office in Vietnam may only operate according to the purposes, scope, and duration specified in the permit and registration certificate.

Article 14

The foreign economic organization's representative office in Vietnam may lease premises, housing, and means of service for its operations and living activities; it may also hire Vietnamese citizens to work at the representative office and must create favorable conditions for its staff to comply fully with Vietnamese laws regarding income tax payments and mandatory insurance purchases in Vietnam.

Article 15

The foreign economic organization's representative office in Vietnam may open a dedicated expenditure account (in foreign currency or in Vietnamese dong with a foreign currency base) at a bank established and operating under Vietnamese law to cover necessary expenses for the office's operations.

Article 16

The foreign economic organization's representative office in Vietnam is permitted to import into Vietnam necessary items for its operational and living needs but must pay taxes according to the current Export and Import Tax Law of Vietnam.

Article 17

The foreign economic representative office in Vietnam must submit periodic written reports to the Ministry of Trade and the People's Committee of the province or city where the office is located regarding its activities; upon request from these authorities, the representative office has the responsibility to report, provide documentation, or explain issues related to its activities.

Article 18

The foreign economic organization's representative office in Vietnam does not enjoy the preferential and exemption regulations granted to foreign diplomatic missions, consular offices, and international organization representative offices in Vietnam. During its operation in Vietnam, the representative office is obligated to comply with Vietnamese laws and is entitled to protection of legitimate rights by the Vietnamese State according to the law.

Chapter IV

Handling Violations

Article 19

Foreign organizations operating in Vietnam as a representative office (with transaction premises, employees working...) without a permit from the Ministry of Trade to establish a representative office will be compelled to cease operations and be fined $50,000; in serious cases, they will be prosecuted under Vietnamese law.

Article 20

The foreign economic organization's representative office in Vietnam violating the following provisions will be handled as follows:

1- Having a permit from the Ministry of Trade to establish or extend operations but failing to register as required by Article 8 of this Regulation shall be warned and fined $2,000, and must complete the registration procedures in accordance with the regulations; if repeated, the fine will be doubled.

2- Operating when the representative office establishment permit and registration certificate have expired shall be compelled to cease operations and be fined $20,000; in serious cases, they will be prosecuted under Vietnamese law.

3- Changing the name, main office, or branch office location without approval from the Ministry of Trade shall be warned and fined $2,000, and may not use the new name, main office, or branch office location until approved by the Ministry of Trade; if repeated, the fine will be doubled.

4- Changing the head representative or staff without approval from the People's Committee of the province or city where the office is located shall be warned and fined $2,000, and the new head representative or staff may not conduct official activities until approved; if repeated, the fine will be doubled.

5- Leasing premises or hiring staff in violation of Vietnamese laws shall be warned and fined $5,000; if repeated, the fine will be doubled.

6- Opening and using an account contrary to the provisions of Article 15 of this Regulation shall be warned and fined $5,000; if repeated, the fine will be doubled.

7- The head representative or staff signing contracts beyond their authority shall be warned and fined $5,000; if repeated, the fine will be doubled. These contracts lack legal validity for implementation.

8- Operating outside the scope specified in the permit shall be suspended for a period, fined $10,000, and required to pay all types of taxes according to Vietnamese law; if repeated, operations will be compelled to cease and the fine will be doubled.

9- Refusing to comply with or obstructing inspections by authorized state agencies as stipulated in Article 21 of this Regulation shall be warned and fined $5,000; if repeated, the fine will be doubled.

Chapter V

Implementation Provisions

Article 21

1- The Ministry of Trade is responsible for unified administrative management of all activities of foreign economic organization representative offices in Vietnam; it serves as the coordinating body with relevant ministries, sectors, and localities to organize regular or surprise inspections (as needed) of the representative office's activities based on proposals from relevant ministries, sectors, and/or the People's Committee of the province or city where the representative office is located; it issues decisions to handle violations at the level of suspending or terminating operations and imposing fines of $10,000 or more as provided for in Articles 19 and 20 of this Regulation.

2- Ministries and sectors with functions to manage state affairs in specific fields or specialties are responsible for proposing and participating in coordination with the Ministry of Trade and/or the People's Committee of the province or city where the representative office is located to conduct regular or surprise inspections of representative offices within their areas of responsibility; they advise the Ministry of Trade or the People's Committee of the province or city to issue decisions to handle violations within their jurisdiction as stipulated in point 1 and point 3 of this provision.

3- The People's Committee of the province or city where the representative office is located is responsible for administrative management and supervision of the representative office's activities within its territorial area and has the authority to issue decisions to handle violations below the level of decisions issued by the Ministry of Trade.

Article 22

These Rules shall not apply to non-economic representative offices of foreign countries established in Vietnam pursuant to international treaties to which Vietnam is a party; and shall not apply to branches or agents of foreign economic organizations permitted to be established and managed according to separate regulations by the Prime Minister.

Article 23

These Rules shall take effect from the date of signature and shall replace the Rules issued together with Decree No. 382-HĐBT dated November 5, 1990 of the Council of Ministers. Any previous provisions of the Government, Ministries, sectors, and provincial People's Committees that conflict with these Rules shall be abolished.

"d) Within no more than one working day from the date of receiving the dossier submitted for administrative procedures by the specialized agency assigned by the Provincial People's Committee, the Chairman of the Provincial People's Committee shall issue a notification of the result of the inspection of plant-based food exports or a certificate at the request of the importing country."

The Minister of Commerce, heads of relevant Ministries and sectors, and Chairpersons of provincial People's Committees directly under the central government shall, within their respective functions, duties, and authorities, be responsible for guiding and supervising the implementation of these Rules./.