ABC / Providing guidelines on representative offices, branches of foreign business persons and foreign tourism enterprises in Vietnam

Government Circular
No 45/2000/ND-CP
Ha Noi September 6, 2000
Governmental Decree
Providing guidelines on representative offices, branches of foreign business persons and foreign tourism enterprises in Vietnam
The Government
Pursuant to the Governmental Organisation Law, dated September 30, 1992;
Pursuant to the Trade Law, dated May 10, 1997;
Pursuant to the Ordinance on Tourism, dated February 8, 1999;
Pursuant to the suggestion of the Minister of Trade and General Director of the Vietnam National Administration of Tourism,
issues this
Decree
Chapter I General provisions

Article 1: Scope of application
This decree provides guidelines on representative offices, branches of foreign business persons (observing the Trade Law) and foreign tourism enterprises (following the Ordinance on Tourism) in Vietnam.
Representative offices of foreign business persons and tourism enterprises are hereinafter called ''representative offices'' (''rep offices'') and branches of these entities are called ''branches''.
Article 2: Rep offices, branches
1. A rep office is a unit of a foreign business person(s) or foreign tourism enterprise(s) which is established according to The laws of Vietnam to seek and promote trade and tourism opportunities but not to earn profits directly.
A foreign business person or a foreign tourism enterprise is permitted to open one rep office or more in Vietnam but is not permitted to open branches of such offices in Vietnam.
2. A branch is a member unit of foreign business person(s) or foreign tourism enterprise(s) which is established according to Vietnamese law to operate in the fields of trade and tourism for earning profits directly.
A foreign business person or a foreign tourism enterprise is permitted to establish one branch in Vietnam to trade in goods and services on the list of goods and services permitted for trade by branches of foreign business persons and tourism enterprises, which is attached to this decree; and is not permitted to open rep office(s) of such branch(es).
3. Heads of rep offices and directors of branches can be foreigners or Vietnamese
4. Rep offices, branches and people working for these offices and branches are assured by the Vietnamese State of legal rights and interests and must observe Vietnamese law; They do not enjoy immunities allowed to diplomatic representative bodies, foreign consular bodies and representative bodies of international intergovernmental organisations in Vietnam.

Article 3: Responsibilities of foreign business persons, foreign tourism enterprises, their rep offices and branches
1. Foreign business persons or foreign tourism enterprises operating rep offices and branches in Vietnam are responsible under Vietnamese law for all of the operations of their rep offices and branches in Vietnam.
2. Rep offices and branches must observe the laws of Vietnam regarding all their operations while directly exercising their rights and performing their obligations according to the laws of Vietnam.
Article 4: Licence grantor
1. The Ministry of Trade is in charge of granting, amending, supplementing and revoking licences to open a branch involved in trade.
2. The Vietnam National Administration of Tourism is in charge of granting, amending, supplementing and revoking licences to open a rep office or a branch involved in tourism.
3. The Ministry of Trade is in charge of granting, amending, supplementing and revoking licences to open a branch involved in trade and tourism after receiving approval from the Vietnam National Administration of Tourism.
4. Centrally governed provincial and municipal People's Committees (hereinafter called municipal People's Committees), designated as locations where foreign business persons are to request a licence for opening a rep office, shall be in charge of granting, amending, supplementing and revoking licence(s) to establish rep offices involved in trade.
5. Provincial People's Committees, designated as locations where foreign business persons involved in trade and tourism request licences to open rep offices, shall be in charge of granting, amending, supplementing and revoking licences to open rep offices involved in trade and tourism after receiving approval from the Vietnam National Administration of Tourism.
Chapter II
Granting of, amendment and supplements to licences to open rep offices
Article 5 : Terms required for getting a licence to open a rep office or a branch 1.

Foreign business persons or foreign tourism enterprises with legal business licences observing foreign laws are eligible for licences to open rep offices in Vietnam.
Foreign business persons or foreign tourism enterprises shall be granted licences to open branches in Vietnam when satisfying the following terms:
a. They possess a legal business licence observing foreign law;
b. They have operational duration of at least five years, commencing from receipt of a business licence;
c. They trade in goods and services on the list of goods and services approved for trade by branches of foreign business persons and foreign tourism enterprises in Vietnam; a copy of which is attached to this decree and may be amended according to needs in specific periods.
Article 6: Documents for requesting a licence to open a rep office or a branch
Documents for requesting a licence to open a rep office or a branch include:
1. Forms requesting a licence to open a rep office or a branch of foreign business persons and foreign tourism enterprises that follow the format agreed upon by the Ministry of Trade and Vietnam National Administration of Tourism.
2. A copy of the business licence of foreign business persons and foreign tourism enterprises which is certified by the foreign relevant authority and another copy (the Vietnamese version) of the above business licence which is certified by a domestic notary office or a Vietnamese diplomatic representative body, or a Vietnamese consular body overseas.
Article 7: Licence to open a rep office or a branch
1. Foreign business persons or foreign tourism enterprises shall submit documents requesting a licence to open a rep office or a branch to the bodies described in Article 4 of this decree.
2. Within 15 days commencing from receipt of all legal documents, the relevant body shall grant licences to open rep offices or branches to foreign business persons and send copies of these licences to the relevant authorities according to the following regulations:
a. In cases where a licence is granted by the Ministry of Trade, copies of the licence shall be sent to the provincial department of trade or department of trade and tourism, taxation authorities and statistics office located where the branch is headquartered. If the granted licence to open a branch involves operations in trade and tourism, a copy shall be sent to the Vietnam National Administration of Tourism (VNAT).
b. In cases where a licence is granted by VNAT, copies of the licence shall be sent to the provincial department of trade or department of trade and tourism, taxation authorities and statistics office where the rep office or branch is headquartered.
c. In cases where a licence is granted by a provincial People's Committee, copies of the licence shall be sent to the Ministry of Trade, the provincial taxation and statistics authorities where the branch is headquartered. If the granted licence to open a rep office involves operations in trade and tourism, a copy shall be sent to VNAT.
3. In cases where the required documents are illegal (insufficient), the licence grantor must within three working days, commencing from the date of receiving these documents, require the requester (foreign business persons or foreign tourism enterprises) to complete their documents.
4. Operations of a rep office or a branch are clearly stated in the licence.
Article 8: Information of rep office and branch operations
Within 45 days commencing from receipt of a licence, the rep office or branch must officially begin operations while sending written information on its location, number of Vietnamese and foreign employees to the licence grantor.
Government Circular
No 45/2000/ND-CP
Ha Noi September 6, 2000
Governmental Decree
Providing guidelines on representative offices, branches of foreign business persons and foreign tourism enterprises in Vietnam
The Government
Pursuant to the Governmental Organisation Law, dated September 30, 1992;
Pursuant to the Trade Law, dated May 10, 1997;
Pursuant to the Ordinance on Tourism, dated February 8, 1999;
Pursuant to the suggestion of the Minister of Trade and General Director of the Vietnam National Administration of Tourism,
issues this
Decree
Chapter I General provisions

Article 1: Scope of application
This decree provides guidelines on representative offices, branches of foreign business persons (observing the Trade Law) and foreign tourism enterprises (following the Ordinance on Tourism) in Vietnam.
Representative offices of foreign business persons and tourism enterprises are hereinafter called ''representative offices'' (''rep offices'') and branches of these entities are called ''branches''.
Article 2: Rep offices, branches
1. A rep office is a unit of a foreign business person(s) or foreign tourism enterprise(s) which is established according to The laws of Vietnam to seek and promote trade and tourism opportunities but not to earn profits directly.
A foreign business person or a foreign tourism enterprise is permitted to open one rep office or more in Vietnam but is not permitted to open branches of such offices in Vietnam.
2. A branch is a member unit of foreign business person(s) or foreign tourism enterprise(s) which is established according to Vietnamese law to operate in the fields of trade and tourism for earning profits directly.
A foreign business person or a foreign tourism enterprise is permitted to establish one branch in Vietnam to trade in goods and services on the list of goods and services permitted for trade by branches of foreign business persons and tourism enterprises, which is attached to this decree; and is not permitted to open rep office(s) of such branch(es).
3. Heads of rep offices and directors of branches can be foreigners or Vietnamese
4. Rep offices, branches and people working for these offices and branches are assured by the Vietnamese State of legal rights and interests and must observe Vietnamese law; They do not enjoy immunities allowed to diplomatic representative bodies, foreign consular bodies and representative bodies of international intergovernmental organisations in Vietnam.

Article 3: Responsibilities of foreign business persons, foreign tourism enterprises, their rep offices and branches
1. Foreign business persons or foreign tourism enterprises operating rep offices and branches in Vietnam are responsible under Vietnamese law for all of the operations of their rep offices and branches in Vietnam.
2. Rep offices and branches must observe the laws of Vietnam regarding all their operations while directly exercising their rights and performing their obligations according to the laws of Vietnam.
Article 4: Licence grantor
1. The Ministry of Trade is in charge of granting, amending, supplementing and revoking licences to open a branch involved in trade.
2. The Vietnam National Administration of Tourism is in charge of granting, amending, supplementing and revoking licences to open a rep office or a branch involved in tourism.
3. The Ministry of Trade is in charge of granting, amending, supplementing and revoking licences to open a branch involved in trade and tourism after receiving approval from the Vietnam National Administration of Tourism.
4. Centrally governed provincial and municipal People's Committees (hereinafter called municipal People's Committees), designated as locations where foreign business persons are to request a licence for opening a rep office, shall be in charge of granting, amending, supplementing and revoking licence(s) to establish rep offices involved in trade.
5. Provincial People's Committees, designated as locations where foreign business persons involved in trade and tourism request licences to open rep offices, shall be in charge of granting, amending, supplementing and revoking licences to open rep offices involved in trade and tourism after receiving approval from the Vietnam National Administration of Tourism.
Chapter II
Granting of, amendment and supplements to licences to open rep offices
Article 5 : Terms required for getting a licence to open a rep office or a branch 1.

Foreign business persons or foreign tourism enterprises with legal business licences observing foreign laws are eligible for licences to open rep offices in Vietnam.
Foreign business persons or foreign tourism enterprises shall be granted licences to open branches in Vietnam when satisfying the following terms:
a. They possess a legal business licence observing foreign law;
b. They have operational duration of at least five years, commencing from receipt of a business licence;
c. They trade in goods and services on the list of goods and services approved for trade by branches of foreign business persons and foreign tourism enterprises in Vietnam; a copy of which is attached to this decree and may be amended according to needs in specific periods.
Article 6: Documents for requesting a licence to open a rep office or a branch
Documents for requesting a licence to open a rep office or a branch include:
1. Forms requesting a licence to open a rep office or a branch of foreign business persons and foreign tourism enterprises that follow the format agreed upon by the Ministry of Trade and Vietnam National Administration of Tourism.
2. A copy of the business licence of foreign business persons and foreign tourism enterprises which is certified by the foreign relevant authority and another copy (the Vietnamese version) of the above business licence which is certified by a domestic notary office or a Vietnamese diplomatic representative body, or a Vietnamese consular body overseas.
Article 7: Licence to open a rep office or a branch
1. Foreign business persons or foreign tourism enterprises shall submit documents requesting a licence to open a rep office or a branch to the bodies described in Article 4 of this decree.
2. Within 15 days commencing from receipt of all legal documents, the relevant body shall grant licences to open rep offices or branches to foreign business persons and send copies of these licences to the relevant authorities according to the following regulations:
a. In cases where a licence is granted by the Ministry of Trade, copies of the licence shall be sent to the provincial department of trade or department of trade and tourism, taxation authorities and statistics office located where the branch is headquartered. If the granted licence to open a branch involves operations in trade and tourism, a copy shall be sent to the Vietnam National Administration of Tourism (VNAT).
b. In cases where a licence is granted by VNAT, copies of the licence shall be sent to the provincial department of trade or department of trade and tourism, taxation authorities and statistics office where the rep office or branch is headquartered.
c. In cases where a licence is granted by a provincial People's Committee, copies of the licence shall be sent to the Ministry of Trade, the provincial taxation and statistics authorities where the branch is headquartered. If the granted licence to open a rep office involves operations in trade and tourism, a copy shall be sent to VNAT.
3. In cases where the required documents are illegal (insufficient), the licence grantor must within three working days, commencing from the date of receiving these documents, require the requester (foreign business persons or foreign tourism enterprises) to complete their documents.
4. Operations of a rep office or a branch are clearly stated in the licence.
Article 8: Information of rep office and branch operations
Within 45 days commencing from receipt of a licence, the rep office or branch must officially begin operations while sending written information on its location, number of Vietnamese and foreign employees to the licence grantor.



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