What is a representative office?

According to Clause 6, Article 3 of the 2005 Commercial Law, the general concept of a foreign representative office is provided

A representative office of a foreign trader in Vietnam is a dependent unit of a foreign trader, established in accordance with Vietnamese law to study the market and carry out a number of trade promotion activities. trade permitted by Vietnamese law.”

Legal basis

Commercial Law No. 36/2005/QH11 dated 14/06/2005 (Commercial Law 2005)

Decree No. 07/2016/ND-CP dated January 25, 2016 detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam.

Circular No. 11/2016/TT-BCT dated July 5, 2016 stipulating the implementation form of Decree No. 07/2016/ND-CP dated January 25, 2016 detailing the Commercial Law on representative offices representatives and branches of foreign traders in Vietnam.

Cases in which the operation of a representative office must be terminated:

A representative office or branch shall terminate its operation in the following cases:

Firstly, at the request of foreign traders.

Second, when a foreign trader ceases to operate under the laws of the country or territory where such trader establishes or registers its business

Third, after the expiration of the operation term under the License for Establishment of a Representative Office or a License for Establishment of a Branch, the foreign trader does not request an extension.

Fourth, the operation period under the License for Establishment of a Representative Office or a License for Establishment of a Branch has expired without the approval of the License-Issuing Authority to extend.

Fifth, the license to establish a representative office or a license to establish a branch is revoked according to regulations

The cases in which the license is revoked are as follows:

1.Inactive for 1 year and no transactions with the licensing agency.

2.Failure to report on activities of Representative Offices and Branches for 02 consecutive years.

3.Failure to send reports as prescribed in Clause 2, Article 32 of Decree No. 07/2016 to the licensing agency within 06 months from the deadline for sending reports or request in writing.

4.Other cases as prescribed by law.

Finally, the foreign trader, representative office, no longer meets one of the conditions specified in Article 7 of Decree 07/2016 as follows:

“Foreign traders are granted a license to establish a representative office when meeting the following conditions:

1.Foreign traders are allowed to establish and register their business in accordance with the laws of countries and territories participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories. ;

2.Foreign traders have operated for at least 01 year from the date of establishment or registration;

3.In case the business registration certificate or paper of equivalent validity of the foreign trader stipulates the operation term, such time limit must be at least 01 year from the date of application submission;

4.The operation contents of the Representative Office must be consistent with Vietnam’s commitments in international treaties to which Vietnam is a signatory;

5.In case the operation contents of the representative office do not conform to the commitments of Vietnam or the foreign trader is not a member of a country or territory participating in an international treaty to which Vietnam is a contracting party, the establishment of a representative office shall be carried out. representative offices must be approved by the Minister, the Head of the ministerial-level agency in charge of specialized management (hereinafter referred to as the Minister of specialized management).”

Documents to be prepared:

The set of documents that a foreign trader needs to prepare is fully specified in Article 36 of Decree 07/2016. Accordingly, 1 dossier set includes the following documents:

1.Notice of termination of operation of a representative office or branch, made according to the form of the Ministry of Industry and Trade, signed by a competent representative of the foreign trader, except for cases where the license is revoked; (Form 11 on Notice of termination of operation specified in Circular No. 11/2016/TT-BCT)

2.A copy of the document of the licensing agency not to renew the representative office establishment license, branch establishment license (in case the operation period expires according to the representative office establishment license, license establishment of a branch without the approval of the licensing authority to extend) or a copy of the decision on revocation of the representative office establishment license or branch establishment license of the licensing agency (in case of License revoked);

3.List of creditors and unpaid debts, including tax debts and social insurance contributions;

4.The current list of employees and their respective benefits;

5.Original License for establishment of representative office, License for establishment of branch.

Order, procedures and competent authority to settle

Agencies competent to settle are specified in Article 5 of Decree 07/2017:

“1. Departments of Industry and Trade of provinces and centrally run cities where the trader intends to locate Representative offices outside industrial parks, export processing zones, economic zones and hi-tech zones shall carry out the issuance, re-issuance, amend, extend, revoke the License to establish a representative office and terminate the operation of a representative office in case the establishment of a representative office has not been prescribed in specialized legal documents.

2.Management boards of industrial parks, export processing zones, economic zones and high-tech zones (hereinafter referred to as Management Boards) shall grant, re-grant, adjust, extend and revoke the license to succeed. establishment of a representative office and termination of operation of a representative office located in industrial parks, export processing zones, economic zones, and high-tech zones in cases where the establishment of a representative office has not yet been prescribed in Clause 1 of this Article. specialized legal documents.”

Procedures:

First, the foreign trader must carry out the procedure for closing the tax identification number to the competent authority

After the tax code has been paid, the foreign trader shall continue to carry out the procedures for closing the bank account of the representative office in Vietnam.

Next, the foreign trader will carry out the procedures to return the seal at the police station, where the seal of the representative office is issued

Finally, after completing all the previous procedures, the foreign trader will proceed with the procedure to submit the application for the Notice of Termination of the Representative Office operation (In the section of Documents to be prepared in this article). ) to the licensing authority.

Within 03 working days, if the application is incomplete or invalid. The licensing agency will guide foreign traders to carry out the supplement. In particular, the request for additional documents is made at most once during the processing of the application.

Within 05 working days from the date of valid application, the licensing agency is responsible for announcing on its website the termination of operation of the representative office.

Above is the entire content of Vo Consultants’ instructions for the procedure for terminating the operation of representative offices of foreign traders.

Business Lawyer Services:

Service scope Termination of representative offices of foreign traders is a service package by our team of Corporate Lawyers and Tax Lawyers, with highly specialized legal knowledge on Corporate law. business, investment, tax, commercial business.

Contact a lawyer: 0909 865 891 – 0901 476 391

Or email address: hello@voconsultants.vn

Office address: 8th floor, Callary Building, 123 Ly Chinh Thang, Vo Thi Sau Ward, District 3, Ho Chi Minh City.

Best regards./.