Circular No. 09/2006/TT-BTM dated May 25, 2006 of the Ministry of Trade guiding the commercial franchising registration

CIRCULAR

GUIDING THE COMMERCIAL FRANCHISING REGISTRATION

Pursuant to the Government's Decree No. 29/2004/ND-CP of January 16, 2004, defining the functions, tasks, powers and organizational structure of the Ministry of Trade;

Pursuant to the Government's Decree No. 35/2006/ND-CP of March 31, 2006, detailing the Commercial Law's provisions on commercial franchising (hereinafter referred to as Decree No. 35/2006/ND-CP for short),

The Trade Ministry hereby guides the commercial franchising registration provided for in Decree No. 35/2006/ND-CP as follows:

I. COMMERCIAL FRANCHISING REGISTRATION AGENCIES

1. The Trade Ministry shall register commercial franchising (hereinafter referred to as the registration agency for short) in the cases defined in Clause 1, Article 18 of Decree No. 35/2006/ND-CP.

2. Trade Services or Trade-Tourism Services of provinces or centrally run cities (hereinafter collectively referred to as provincial/municipal Trade Services) where traders that intend to conduct franchise make business registration shall register commercial franchising (hereinafter referred to as registration agencies for short) in the cases defined in Clause 2, Article 18 of Decree No. 35/2006/ND-CP.

Traders defined in Clause 2, Article 2 of Decree No. 35/2006/ND-CP that intend to conduct domestic franchise shall register commercial franchising with provincial/municipal Trade Services of localities where they are headquartered.

3. Responsibilities of registration agencies

a/ To publicly post up at their headquarters guidelines on conditions, order, time limit and administrative procedures for the commercial franchising registration;

b/ To register traders' commercial franchising if traders' dossiers fully meet the conditions specified in Article 19 of Decree No. 35/2006/ND-CP and guided in this Circular;

c/ To ensure the registration time limit set in Article 20 of Decree No. 35/2006/ND-CP and guided in this Circular;

d/ To collect, remit, manage and use fees for commercial franchising registration under the Finance Ministry's guidance;

e/ To supply and post information on traders' commercial franchising registration on the Trade Ministry's website within 5 working days as from the date of registration, revocation of registrations or transfer of registrations, or as from the date of receiving traders' notices on the change of registered information on commercial franchising;

f/ To fully observe regimes of archive of commercial-franchising registration dossiers according to the provisions of law on archive;

g/ To inspect and control commercial franchising according to their competence and revoke registrations of commercial franchising activities in the cases defined in Article 22 of Decree No. 35/2006/ND-CP;

h/ Other responsibilities as provided for by law.

II. PROCEDURES FOR COMMERCIAL FRANCHISING REGISTRATION

1. Before conducting commercial franchising, traders that intend to conduct franchises, both primary and secondary, shall register commercial franchising with competent agencies defined in Decree No. 35/2006/ND-CP and follow the guidance in this Circular.

2. A dossier of registration of commercial franchising with the Trade Ministry shall comprise:

a/ An application for commercial franchising registration, made according to a set form;

b/ A written description of commercial franchise, made according to a set form;

c/ A notarized copy of the business registration certificate or investment certificate, in case of commercial franchises from Vietnam to overseas; a copy of the foreign trader's business registration certificate or paper of equivalent validity, certified by a competent agency of the place where the foreign trader is set up, in case of commercial franchises from overseas into Vietnam;

d/ A notarized copy of the industrial property right protection title in Vietnam or a foreign country, in case of licensing industrial property subject matters for which protection titles have been granted;

e/ Papers proving the approval of the primary franchisor's permission of franchise in case the trader registering franchising is the secondary franchisor;

3. A dossier of registration of commercial franchising activities with provincial/municipal Trade Services shall comprise:

a/ An application for commercial franchising registration, made according to a set form;

b/ A written description of commercial franchise, made according to a set form;

c/ A notarized copy of the business registration certificate or investment certificate;

d/ A notarized copy of the industrial property right protection title in Vietnam or a foreign country, in case of licensing industrial property subject matters for which protection titles have been granted;

e/ Papers proving the approval of the primary franchisor's permission of franchise in case the trader registering franchising is the secondary franchisor;

4. Where papers specified at Points b, d and e, Clauses 2 and 3 of this Section are in a foreign language, their Vietnamese translations notarized by state notaries public shall be required. Where copies of foreign traders' business registration certificates or papers of equivalent validity specified at Point c, Clause 2 of this Section are in a foreign language, their Vietnamese translations certified by foreign-based Vietnamese diplomatic representations and consularly legalized according to the provisions of the Vietnamese law shall be required.

5. Receipt of dossiers of registration of commercial franchising activities

a/ Upon receiving dossiers of registration of commercial franchising activities, registration agencies shall issue receipts therefor. Such a receipt shall be made in 3 copies according to a set form, one of them shall be given to the trader registering commercial franchising and two others shall be kept at the registration agency;

b/ For incomplete and improper dossiers, within two working days after receiving the dossiers, registration agencies shall send written notices, made according to a set form, to dossier-submitting traders, requesting the supplementation and completion of the dossiers. The time limit for handling dossiers shall count from the time the traders registering commercial franchising complete their dossiers;

c/ Traders registering commercial franchising may request registration agencies to clearly explain reasons for dossier supplementation and completion. Registration agencies shall have to respond to such requests.

6. Registration of commercial franchising in commercial franchising registration books

a/ Within 5 working days after receiving complete and valid dossiers, registration agencies shall register traders' commercial franchising in commercial franchising registration books, made according to a set form, and send to traders written notices thereon, made according to a set form;

b/ If refusing to register commercial franchising, within 5 working days after receiving complete and valid dossiers, registration agencies shall issue written notices thereon, made according to a set form, clearly stating the reasons therefor;

c/ Registration agencies shall write registration codes in commercial franchising registration books under the following guidance:

+ Codes of forms of franchise: NQR means franchise from Vietnam to overseas; NQV means franchise from overseas to Vietnam; NQTN means domestic franchise.

+ Provincial codes: two characters as guided in Appendix I to this Circular (not printed herein).

+ Serial numbers of enterprises: 6 digits, from 000001 to 999999.

+ Codes are separated with a hyphen.

Examples on making entries in commercial franchising registration books:

+ Company A (making business registration in Hanoi), the third trader that registers domestic franchising, shall have the registration code of NQTN-01-000003.

+ Company B (making business registration in Binh Duong province), the first trader that registers overseas franchising, shall have the registration code of NQR-46-000001.

7. Collection of fees for registration of commercial franchising activities

Upon receiving traders' dossiers of registration of commercial franchising, registration agencies shall collect registration fees under the Finance Ministry's guidance.

8. Re-registration of commercial franchising activities

Where traders having registered domestic franchising defined in Clause 2, Section I of this Circular relocate their headquarters to another province, they shall re-register commercial franchising at the registration agency of the locality where they move to. Registration procedures shall follow the guidance in Clauses 3, 4, 5, 6 and 7 of this Section. Registration dossiers shall also include notices on the approval of former registrations, issued by the registration agency in the locality where traders made business registration. Within 5 working days after completing procedures for registration of commercial franchising at the new place, traders shall notify such in writing to the former registration agency for the latter to issue notices on registration transfer, made according to a set form.

III. NOTIFICATION ON CHANGE OF REGISTERED INFORMATION ON COMMERCIAL FRANCHISING

1. Where there is a change in the registered information in Part A of the written introduction of commercial franchise in Appendix III to this Circular (not printed herein), or the information in Clause 3, Article 19 of Decree No. 35/2006/ND-CP, within 30 days after the change occurs, traders shall issue a notice on the change to the registration agency of the locality where they registered commercial franchising, made according to a set form, and enclose relevant documents on such change.

2. Registration agencies shall add documents to traders' dossiers of registration of commercial franchising.

IV. REVOCATION OF REGISTRATIONS OF COMMERCIAL FRANCHISING

Traders' registrations of commercial franchising shall be revoked in the cases defined in Article 22 of Decree No. 35/2006/ND-CP. Within 5 working days after the revocation of traders' registrations of commercial franchising, registration agencies shall publicize the revocation of registrations at their head offices, made according to a set form and, at the same time, post information thereon on the Trade Ministry's website.

V. ORGANIZATION OF IMPLEMENTATION

1. The Planning and Investment Department (the Trade Ministry) shall register commercial franchising which fall under the Trade Ministry's competence under the guidance in this Circular.

2. Provincial/municipal Trade Services shall base themselves on the provisions of law and this Circular's guidance to register traders' commercial franchising in their respective localities.

3. The E-Commerce Department (the Trade Ministry) shall build a website, a software for management of information on registration of commercial franchising and an online system for registration of commercial franchising for receipt of registration dossiers and, at the same time, give relevant guidance to provincial/municipal Trade Services and traders.

4. This Circular takes effect 15 days after its publication in "CONG BAO." In the course of implementation, if facing any difficulties or problems, concerned organizations and individuals should promptly report them to the Trade Ministry for study, amendment or supplementation.