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

THE GOVERNMENT

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

Pursuant to the Government Organization Law dated June 19, 2015;

Pursuant to the Commercial Law dated June 14, 2005;

Pursuant to the Resolution No. 71/2006/QH11 dated November 29, 2006 of the National Assembly ratifying the Protocol of accession of the Socialist Republic of Vietnam to the Agreement establishing the world trade Organization;

At the proposal of the Minister of Industry and Trade,

The Government promulgates the Decree detailing the Trade Law on representative offices, branches of foreign businesses in Vietnam.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of adjustment

1. This Decree details the implementation of the Trade Law on establishment, operation, rights and obligations of representative offices, branches of foreign businesses in Vietnam.

2. If representative offices, branches of foreign businesses operate in sectors as stipulated under legal documents, it shall be implemented according to those legal documents.

Article 2. Subject of application

1. This Decree applies to foreign businesses, representative offices and branches of foreign businesses in Vietnam.

2. Representative offices and branches of foreign-invested businesses established in Vietnam are not under scope of effect of the Decree.

Article 3. Rights for establishment of representative offices, branches of foreign businesses in Vietnam

1.Foreign businesses can establish their representative offices, branches in Vietnam in accordance with Vietnam’s commitments in international agreements that the country in a member.

2. A foreign business can not establish more than one representative office or branch that has the same name in a province, city under the central management.

Article 4. Obligations of foreign businesses for operation of representative offices, branches

Foreign business is liable to the law of Vietnam for operation of its representative offices, branches in Vietnam.

Article 5. Competence to issue the license for establishment of representative offices

1. Department of Industry and Trade in provinces and cities under the central management where the head office is located in industrial zones, processing zones, economic zones, high-industrial zones shall issue, re-issue, modify, supplement, renew and revoke the License for establishment of representative offices and terminate operation of representative offices in the case of the establishment of representative offices that is not stipulated under specialized legal documents.

2. The Management Board in industrial zones, processing zones, economic zones, high-industrial zones (hereinafter referred to as the Management Board) shall issue, re-issue, modify, supplement, renew and revoke the License for establishment of representative offices and terminate the operation of representative offices that are located in industrial zones, processing zones, economic zones, high-industrial zones if the establishment of representative offices is not stipulated under specialized legal documents.

Article 6. Competence to issue the license for establishment of branches

The Ministry of Industry and Trade shall issue, re-issue, modify, renew and revoke the license for establishment of branches if the establishment of branches is not stipulated under specialized legal documents.

Chapter II

REGULATIONS ON ISSUANCE, RE-ISSUANCE, MODIFICATION, RENEWAL OF LICENCE FOR ESTABLISHMENT OF REPRESENTATIVE OFFICES, BRANCHES

Article 7. Conditions on issuance of License for establishment of representative offices

Foreign businesses are to be granted License for establishment of representative offices in Vietnam if they meet the following conditions:

1. Having business registered according to the law and commitments in international agreements that the country in a member or being recognized by the law of these countries or territories.

2. Having operated for no less than 01 year since legal establishment or valid business registration;

3. If business registration certificate or equal documents of foreign businesses states the expiration date, the valid time should remain at least one year since the submission of the dossier;

4. The operation content of representative offices must be in accordance with commitments of Vietnam in international agreements that the country in a member;

5. If the operation content of representative offices is not accordance with commitments of Vietnam or foreign businesses are not from countries, territories participating international agreement that Vietnam is a member, the establishment of representative offices must be approved by the Minister, heads of specialized agencies (hereinafter referred to as the Minister of specialized management).

Article 8. Conditions on issuance of License for establishment of branches

Foreign businesses are to be granted License for establishment of branches in Vietnam if they meet the following conditions:

1. Having business registered according to the law and commitments in international agreements that the country in a member or being recognized by the law of these countries or territories.

2. Having operated for no less than 05 year since legal establishment or valid business registration;

3. If business registration certificate or equal documents of foreign businesses states the expiration date, that validity of that time should remain at least one year since the submission of the dossier;

4. The operation of branches must be in accordance with commitments of Vietnam in international agreements that the country in a member and be in accordance with business scope of foreign businesses;

5. If the operation of branches is not accordance with commitments of Vietnam or foreign businesses are not from countries, territories participating international agreement that Vietnam is a member, the establishment of branches must be approved by the Minister of specialized management).

Article 9. The validity of License for establishment of representative offices, branches

1. License for establishment of representative offices, branches shall be valid in 5 years but it should not be exceed the remaining time of business registration certificate or equal documents of foreign businesses if there are regulations on the expiration date.

2. The expiration date of License for establishment of representative offices, branches that is re-issued is the same as that of the License issued before.

3. The expiration date of License for establishment of representative offices, branches that is renewed shall be implemented as stipulated under Clause 1 of this Article.

Article 10. Application dossier for License for establishment of representative offices

1. Application dossier for License for establishment of representative office includes:

a) Application for establishment of representative office in accordance with forms issued by the Ministry of Industry and Trade. The Application must be signed by legal representative of the foreign business;

b) Copy of the business entity’s Registration Certificate or other alternative documents;

c) Documents of foreign businesses on authorizing/nominating heads of representative offices;

d) Audited financial reports or documents proving tax or financial obligations in the latest fiscal year or other alternative documents certified by competent agencies where foreign businesses live proving the real existence and operation of the foreign business in the latest fiscal year;

dd) Copy of passport or identity card or citizen card (if the head of representative is Vietnamese) or copy of passport (if the head of representative is foreigner);

e) Documents on tentative places of representative office include:

- Copy of the leasing agreement or copy of documents proving that the business can use the place as representative office;

- Copy of documents on tentative place of representative offices as stipulated under Article 28 of this Decree and other related regulations;

2. Documents as mentioned in Point b, Point c, Point d and Point dd of Clause 1 this Article (for copy of passport of the head of representative office is foreigner) must be translated into Vietnamese and legalized in accordance with Vietnamese laws. Documents as mentioned in Point b Clause 1 of this Article must be certified by the overseas diplomatic representative office and legalized in accordance with Vietnamese laws.

Article 11. Orders, procedures of license granting process for establishment of representative offices

1. Foreign businesses may submit application dossier for establishment of representative offices directly or by post or online (if applicable) to the agency in charge of licensing.

2. Within 03 days since presentation of valid application dossier, the agency in charge of licensing shall examine and request for supplement if the dossier is incomplete and invalid. Supplement of the dossier shall be done once during the process.

3. Excluding cases as stipulated under Clause 4 of this Article, within 07 working days since the full receipt of valid dossier, the agency in charge of licensing shall grant or refuse to grant the License for establishment of representative offices to foreign businesses. If refusal, reasons for refusal should be explained in writing.

4. For cases as stipulated under Clause 5 Article 7 of this Decree and cases of establishing representative offices that are not stipulated under specialized documents, the agency in charge of licensing shall get opinions from specialized management agencies within 03 working days since the full receipt of the dossier. Within 05 working days since the receipt of documents from the agency of granting the license, the specialized management agency shall send its opinions in writing, of which clearly mentions the reasons of agreement or disagreement on granting the license for establishment of representative office. Within 05 working days since the receipt of opinions from specialized management agency, the agency of granting the license shall grant or refuse to grant the license for establishment of representative office. If refusal, reasons for refusal should be explained in writing.

Article 12. Application dossier for License for establishment of branches

1. Application dossier for License for establishment of branches includes:

a) Application for establishment of branches in accordance with forms issued by the Ministry of Industry and Trade. The Application must be signed by legal representative of the foreign business;

b) Copy of the business entity’s Registration Certificate or other alternative documents;

c) Documents of foreign businesses authorizing/nominating heads of branches;

d) Audited financial reports or documents proving tax or financial obligations in the latest fiscal year or other alternative documents certified by competent agencies where foreign businesses live proving the real existence and operation of the foreign business in the latest fiscal year;

dd) Copy of the Charter of branches;

e) Copy of passport or identity card or citizen card (if the head of representative is Vietnamese) or copy of passport (if the head of representative is foreigner);

g) Documents on tentative places of the branch include:

- Copy of the leasing agreement or copy of documents proving that the business can use the place as the branch;

- Copy of documents on tentative place of branch as stipulated under Article 28 of this Decree and other related regulations;

2. Documents as mentioned in Point b, Point c, Point d, Point dd and Point e of Clause 1 this Article (for copy of passport of the head of the branch is foreigner) must be translated into Vietnamese and legalized in accordance with Vietnamese laws. Documents as mentioned in Point b Clause 1 of this Article must be certified by the overseas diplomatic representative office and legalized in accordance with Vietnamese laws.

Article 13. Orders, procedures of license granting process for establishment of branches

1. Foreign businesses may submit application dossier for establishment of branches directly or by post online (if applicable) to agency in charge of licensing.

2. Within 03 days since presentation of valid application dossier, agency in charge of licensing shall examine and request for supplement if the dossier is incomplete and invalid. Supplement of the dossier shall be done once during the process.

3. Excluding cases as stipulated under Clause 4 of this Article, within 07 working days since the full receipt of valid dossier, the agency in charge of licensing shall grant or refuse to grant the License for establishment of branches to foreign businesses. If refusal, reasons for refusal should be explained in writing.

4. For cases as stipulated under Clause 5 Article 7 of this Decree and cases of establishing branches that are not stipulated under specialized documents, the agency in charge of licensing shall get opinions from specialized management agencies within 03 working days since the full receipt of the dossier. Within 05 working days since the receipt of documents from the agency of granting the license, the specialized management agency shall send its opinions in writing, of which clearly mentions the reasons of agreement or disagreement on granting the license for establishment of branches. Within 05 working days since the receipt of opinions from specialized management agency, the agency of granting the license shall grant or refuse to grant the license for establishment of branches. If refusal, reasons for refusal should be explained in writing.

Article 14. Cases of rejection to grant License for establishment of representative offices, branches

The agencies in charge of granting Licenses for establishment of representative offices, branches shall not grant the License for to foreign businesses in the following cases:

1. Foreign business does not meet conditions as specified in Article 7 for application for establishment of representative offices or fails to meet one of conditions under Article 8 for application for establishment of branches;

2. Foreign business applying for License for establishment of representative offices, branches within two years since revocation of License for establishment of representative office, branch in Vietnam in accordance with Article 44 of this Decree.

3. There are evidences of representative, branches is harmful to people’ health, national defense, security, social order, historic traditions, culture and ethics and other customs.

4. Other cases in accordance with the laws.

Article 15. Cases of modifying the License for establishment of representative offices, branches

Foreign businesses shall proceed for modifications to the License for establishment of representative offices, branches in the following cases:

1. Name or address of foreign business is changed;

2. Operation content of foreign business related to operation content of branches in Vietnam is changed;

3. Head of representative office, branch is changed;

4. Name of representative office, branch is changed;

5. Operation content of representative office, branch is changed;

6. Address of representative office, branch is changed within a province or city under the central management or within an area under the management of the Management Board.

7. Address of the head office of branches is changed.

Article 16. The dossier for modifying the License for establishment of representative offices, branches

1. The dossier includes:

a) Application for modification of the License for establishment of representative offices, branches according to the Form issued by the Ministry of Industry and Trade signed by competent representative of foreign businesses;

b) Documents to prove contents that are changed specifically:

-If modification is under regulations of Clause 1 Article 15 of this Decree: copy of legal documents issued by competent agencies to prove that name or address of office of foreign businesses is changed;

-If modification is under regulations of Clause 2 Article 15 of this Decree: copy of legal documents issued by competent agencies to prove operation of foreign businesses is changed;

-If modification is under regulations of Clause 3 Article 15 of this Decree: documents on nominating/authorizing the head of representative offices, branches; copy of passport or identity card or citizen card (if being Vietnamese) or copy of passport (if being foreigner) of the new head of representative offices, branches; documents to prove that the old head of representative offices, branches fulfill obligations on personal income tax till the time of change;

-If modification is under regulations of Clause 6 and Clause 7 Article 15 of this Decree: copy of leasing agreement or copy of documents proving that foreign businesses have rights to use places as their offices of representative offices, branches as stipulated under Article 28 of this Decree and relevant regulations.

c) Original license for establishment of representative offices, branches.

2. Documents to prove the changes under Clause 1, Clause 2 and Clause 3 Article 15 of this Decree (for documents nominating/authorizing the new head of representative offices, branches in foreign language and copy of passport of the new head that is foreigner) must be translated into Vietnamese and notarized according to Vietnam’s law. Documents to prove changes of contents under Clause 1, Clause 2 Article 15 of this Decree must be certified by Vietnamese diplomatic representative office agency overseas and legalized in compliance with Vietnam’s relevant laws.

Article 17. Orders, procedures of modification of the License for establishment of representative offices, branches

1. Within 60 working days since there is a change as stipulated under Article 15 of this Decree, foreign businesses shall proceed procedures of modification of the License for establishment of representative offices, branches.

2. Foreign businesses shall submit the dossier directly or by post or online (if applicable) to the agency in charge of licensing.

3. Within 03 working days since the receipt of valid dossier, licensing agency shall examine and request for supplement if the dossier is invalid and incomplete. The supplement shall be done once at most during the process.

4. Excluding cases as stipulated under Clause 5 of this Article, within 05 working days since the receipt of valid dossier, licensing agency shall modify the license for establishment of representative offices, the license for establishment of branches. If refusal, reasons must be stated in writing.

5. If the modification of operation of representative offices, branches that leads to the case of representative offices being under cases as stipulated under Clause 5 Article 7 and branches under cases as stipulated under Clause 5 Article 8 of this Decree and cases of modification of operation of representative offices, branches that are not regulated under specialized legal documents, the licensing agency shall send to the Ministry of specialized management to get opinions within 03 working days since the receipt of valid dossier. Within 05 working days since the receipt of request from the licensing agency, the Ministry of specialized management shall send its opinions in writing on approval or disapproval of renewal of the License for establishment of representative offices, branches. Within 05 working days since the receipt of written opinions from the Ministry of specialized management, licensing agency shall renew or refuse to renew the License for establishment of representative offices, branches for foreign businesses. If refusal, reasons must be clearly stated in writing.

Article 18. Cases of re-issuance of the License for establishment of representative offices, branches

Foreign businesses shall proceed procedures of re-issuance of the License for establishment of representative offices, branches in the following cases:

a) Address of representative office from one province/city under the central management or territories under the management of one Management Board to another;

b) License for establishment of representative offices, branches is lost, damaged or destroyed under all forms;

Article 19. Application dossier for re-issuance of the License for establishment of representative offices, branches

1) If re-issuance is under the regulations of Clause 1 Article 18 of this Decree, the dossier includes:

a) The application of re-issuance of the License for establishment of representative offices according to the Form issued by the Ministry of Industry and Trade signed by competent representatives of foreign businesses;

b) Notification on termination of operation of representative office sending to the licensing agency as stipulated under Point a Clause 1 Article 36 of this Decree;

c) Copy of the License for establishment of representative offices;

d) Documents on tentative places of the head office of representative offices as stipulated under Point e Clause 1 Article 10 of this Decree.

2. If re-issuance is under regulations of Clause 2 Article 18 of this Decree, the dossier includes: application form of re-issuance of the license for establishment of representative offices, the License for establishment of representative offices according to the Form issued by the Ministry of Industry and Trade signed by competent representative of foreign businesses;

Article 20. Orders, procedures of re-issuance of License for establishment of representative offices, branches

1. Foreign businesses shall perform procedures of re-issuance of License for establishment of representative offices according to Clause 1 Article 18 of this Decree within 30 days since the day of notifying on termination of operation of representative offices. If it is over that time, foreign businesses must process procedures of issuing the License for establishment of representative offices according to regulations under Article 10 and Article 11 of this Decree.

2. Foreign businesses shall submit the dossier directly or by post or online  (if applicable) to the agency in charge of licensing.

3. Within 03 working days since the receipt of valid dossier, licensing agency shall examine and request for modification if the dossier is invalid and incomplete. The modification shall be done once at most during the process.

4. Within 05 working days since the receipt of valid dossier, licensing agency shall re-issue the license for establishment of representative offices, the license for establishment of branches. If refusal, reasons must be stated in writing.

Article 21. Cases of renewal of License for establishment of representative offices, branches

Foreign businesses shall renew License for establishment of representative offices, branches when it is expired as stipulated under the License, excluding acts of violation under cases of revoking License for establishment of representative offices, branches as stipulated under Article 44 of this Decree.

Article 22. Application dossier for renewal of License for establishment of representative office, branch

1. The dossier includes:

a) Application for renewal of License for establishment of representative office, branch pursuant to form issued by the Ministry of Industry and Trade and signed by authorized representative of foreign business;

b) Copy of Business Registration Certificate or equal documents of foreign businesses;

c) Copy of audited financial report or documents certifying the implementation of tax or financial obligations in the latest fiscal year or equal documents certified or issued by competent agencies to prove real existence and operation of foreign businesses in the latest fiscal year;

d) Copy of the License for establishment of representatives, branches;

2. Documents as stipulated under Point b Clause 1 of this Article must be translated into Vietnamese and certified by Vietnamese diplomatic representative agencies overseas and legalized in accordance with Vietnam’s laws.

Article 23.  Orders, procedures of renewal of License for establishment of representative offices, branches

1. Application dossier of renewal of License for establishment of representative offices, branches must be submitted at least 30 days before it is expired.

2. Foreign businesses must submit directly or by post or online (if applicable) to the licensing agency;

3. Within 03 working days since the receipt of valid dossier, licensing agency shall examine and request for modification if the dossier is invalid and incomplete. The modification shall be done once at most during the process.

4. Within 05 working days since the receipt of valid dossier, licensing agency shall re-issue the license for establishment of representative offices, branches. If refusal, reasons must be stated in writing.

5. If the renewal of the License for establishment of representative offices, branches is not regulated under specialized legal documents, licensing agency shall get opinions from the Ministry of specialized management within 03 working days since the receipt of valid dossier. Within 05 working days since the receipt of request from the licensing agency, the Ministry of specialized management shall send its opinions in writing on approval or disapproval of renewal of the License for establishment of representative offices, branches. Within 05 working days since the receipt of written opinions from the Ministry of specialized management, licensing agency shall renew or refuse to renew the License for establishment of representative offices, branches for foreign businesses. If refusal, reasons must be clearly stated in writing.

Article 24. Sending and storing the License

1. The agency in charge of licensing representative offices shall send the License to: Ministry of Industry and Trade, Ministry of specialized management (if any), tax department, statistic agency, provincial public security department where representative office is located.

2. The agency in charge of licensing branches shall send copy of the License to: Ministry of specialized management (if any), tax department, statistic department, provincial public security department, department of industry and trade where branches are located or the Management Board (if branches are located in industrial zones, processing zones, economic zones, high-industrial zones).

Article 25. Publication of information on representative offices, branches

Within 15 working days since the date of issuance, re-issuance, modification, renewal and revocation of the License for establishment of representative offices, branches, the licensing agency shall publish the following contents on its website:

1. Name of the office of representative offices, branches;

2. Name, office address of foreign businesses;

3. Heads of representative offices, branches;

4. Number, date of issuance, valid term of the License for establishment of representative offices, branches, Licensing agency;

5. Operation of representative offices, branches;

6. Date of re-issuance, modification, renewal and revocation of the License for establishment of representative offices, branches;

Article 26. Fees for issuance, re-issuance, modification and renewal of License for establishment of representative offices, branches

Ministry of Finance shall regulate fees for issuance, re-issuance, modification and renewal of License for establishment of representative offices, branches.

Chapter III

OPERATION, RIGHTS AND OBLIGATIONS OF REPRESENTATIVE OFFICES, BRANCHES

Article 27. Establishment of management board of representative offices, branches

1. Establishment of management board and leader apparatus of representative office, branch is decided by foreign business.

2. Use of foreign employees working at representative offices, branches shall be implemented according to the law on labors and be in accordance with commitments of Vietnam in international agreement that Vietnam is a member.

Article 28. Head office of representative offices, branches

1. Head office of representative offices, branches of foreign businesses must be in accordance with regulations of Vietnam on conditions, security, and hygienic safety and other conditions as stipulated.

2. Representative offices, branches are not permitted leasing head offices;

Article 29. Names of representative offices, branches

1. Name of representative offices, branches must be written in Vietnamese alphabet, letters F, J, Z, W, numbers and signs.

2. Name of representative offices, branches must bear name of the foreign business together with the word phrase “Representative office” for representative offices and the word phrase “Branch” for branches.

3. Name of representative offices, branches must be written or put at head offices of representative offices, branches. Name of representative offices, branches must be printed and written in a smaller size than name of foreign business on documents and publications issued by representative offices, branches.

Article 30. Operation of representative offices

Representative offices perform its functions as contact office, researching market, promoting investment projects of foreign business that it is a representative; excluding services that establishment of representative office in those sectors is regulated under specialized legal documents.

Article 31. Operation of branches

1. Branches are allowed to provide services in service sectors excluding services that establishment of branches in those sectors is regulated under specialized legal documents.

2. If branches operate in the fields for which conditions are required in compliance with the law, branches can only operate if they meet enough conditions.

Article 32. Operation report regime

1. Annually, prior to the January 30, representative offices, branches shall report in writing according to the form issued by the Ministry of Industry and Trade on their business in previous year to the agency in charge of issuing license for their establishment.

2. Representative offices, branches shall have obligations of reporting, providing documents or presenting issues related to their operation at the request of state competent agencies.

Article 33. Heads of representative offices, branches

1. Heads of representative offices, branches shall be responsible before foreign businesses on their operation and representative offices, branches within their scope;

2. Heads of representative offices, branches shall take responsible for their operation if performing activities beyond their scope;

3. Heads of representative offices, branches must authorize another person in writing to perform rights and obligations of the head of representative offices, branches according to the law when they leave Vietnam. The authorization must be approved by foreign businesses. Heads of representative offices, branches shall be responsible for the implementation of rights and obligations authorized.

4. If the authorization is expired according to Clause 3 of this Article, heads of representative offices, branches haven’t returned Vietnam yet and don’t have another authorization, authorized persons shall continue to perform rights and obligations of the head of representative offices, branches until heads of representative offices, branches are back to work or until foreign businesses nominate another person to act as the head of representative offices, branches;

5. If the head of representative offices, branches are not present in Vietnam longer than 30 days without authorization to another person to perform rights and obligations of the head of representative offices, branches or passes away, gets lost, be sentenced, foreign businesses shall nominate another person to be the head of representative offices, branches.

6. Head of representative offices of foreign businesses cannot concurrently do the following jobs:

a) Head of branches of the same foreign business;

b) Head of branches of another foreign business;

c) Legal representative of that foreign business or another foreign business;

d) Legal representative of economic organizations established under the law of Vietnam.

7. If heads of representative offices are authorized to sign and modify contracts, the authorization must be in writing for each time of signing, modifying the contract.

8. Heads of branches of foreign businesses cannot concurrently do the following jobs:

a) Head of representative offices for another foreign businesses;

b) Head of representative offices for the same foreign businesses;

c) Legal representative of economic organizations established under the law of Vietnam.

Article 34. Rights, obligations of representative offices, branches

1. Representative offices, branches shall be protected rights and benefits during the operation in Vietnam under the law of Vietnam;

2. Representative offices, branches shall perform rights and obligations under the commercial law and in accordance with contents under the License;

Chapter IV

TERMINATING OPERATION OF REPRESENTATIVE OFFICES, BRANHCES

Article 35. Cases of terminating operation of representative offices, branches

Operation of representative office, branch ends in the following cases:

1. At the proposal of foreign businesses;

2. The foreign business ends it business in compliance with the law of the country where it established or registered for its business;

3. Operation time in License for representative office, branch ends but the foreign business does not apply for extension;

4. Operation time in License for representative office, branch ends but competent agency does not allow extension;

5. License for representative office, branch is revoked in compliance with regulations under Article 44 of this Decree;

6. Foreign businesses, representative offices, branches fail to meet one of conditions as stipulated under Article 7 and Article 8 of this Decree.

Article 36. The dossier on terminating operation of representative offices, branches

1. The dossier includes:

a) Notification on ending operation of representative offices, branches according to the Form published by the Ministry of Industry and Trade signed by competent representatives of foreign businesses excluding cases as stipulated under Clause 5 Article 35 of this Decree.

b) Copy of documents issued by the agency in charge of licensing that refuses to renew the License for establishment of representative offices, branches (for cases stipulated under Clause 4 Article 35 of this Decree) or copy of the Decision on revocation of the License for establishment of representative offices, branches of the agency in charge of licensing (for cases as stipulated under Clause 5 Article 35 of this Decree);

c) List of creditors and the amount of money that hasn’t been paid, including tax in debt and amount to pay for social insurance;

d) List of employees and rights of employees;

dd) The original license for establishment of representative offices, branches;

2. Foreign businesses and heads of representative offices, branches ending operation shall be responsible for the accuracy of dossier on ending operation of representative offices, branches;

3. For cases that representative offices, branches end their operation in a province, city under the central management or an area under the management of a Management Board to move head offices to another provinces, city or area under the management of another Management Board, the dossier on ending operation of representative offices, branches shall only include documents as stipulated under Point a and Point b Clause 1 of this Article;

Article 37. Orders, procedures of handling termination of operation of representative offices, branches

1. Foreign businesses submit the dossier on terminating operation of representative offices, branches directly or online or by post (if applicable) to the agency in change of licensing;

2. Within 03 working days since the receipt of the dossier, the agency in charge of licensing shall examine and request for modification if the dossier is incomplete and invalid. The request for modification shall be done once during the process.

3. Within 05 working days since the receipt of the complete dossier, the agency in charge of licensing shall publish termination of operation of representative offices, branches on its website.

Article 38. Other obligation related to the termination of operation of representative offices, branches

1. In addition to obligations as stipulated Article 36 and Article 37 of this Decree, foreign businesses, representative offices, branches shall publish termination of operation at their head offices and perform other obligations as stipulated.

2. Foreign businesses whose representative offices, branches terminate operation shall be responsible for perform contracts, and pay debt including tax in debt and handle rights of employees who work at representative offices, branches as stipulated.

Chapter V

STATE MANAGEMENT FOR OPERATION OF REPRESENTATIVE OFFICES, BRANCHES

Article 39. Responsibilities of Ministry of Industry and Trade

1. To regulate on the application dossier form of issuance, re-issuance, modification and renewal of License for establishment of representative offices, branches; License form; Report form of representative offices, branches; Report form of the Department of Industry and Trade, Management Board.

2. To publish commitments of Vietnam on representative offices, branches of foreign businesses in international agreement that Vietnam is a member.

3. To inspect state management on operation of representative offices, branches all over the country;

4. To preside over, coordinate with relevant Ministries, sectors and localities to inspect operation of representative offices, branches if needed or as requested by Ministries, sectors and localities;

5. To preside over, coordinate with Ministries, sectors and localities to set up database on representative offices, branches all over the country;

6. To handle violations of representative offices, branches within the scope of its power.

Article 40. Responsibilities of relevant ministries and sectors

1. To coordinate with the Ministry of Industry and Trade, Department of Industry and Trade and Management Board in issuance, re-issuance modification and renewal of License for establishment of representative offices, branches as stipulated under Clause 4 Article 11, Clause 11 Article 13, Clause 5 Article 17 and Clause 5 Article 23 of this Decree;

2. To coordinate with the Ministry of Industry and Trade, Department of Industry and Trade and Management Board on performing state management for operation of representative offices, branches as stipulated under Clause 4 Article 39 and Clause 3 Article 41 of this Decree;

3. To coordinate with the Ministry of Industry and Trade to set up database on representative offices, branches as stipulated under Clause 5 Article 39 of this Decree.

Article 41. Responsibilities of Provincial People’s Committees

1. To manage operation of representative offices, branches and heads of representative offices, branches in their localities within their scope of power.

2. To direct the provincial Department of Industry and Trade and Management Board to inspect and examine representative offices, branches in necessary cases or organize inter-ministerial groups of inspectors as requested by state management agencies.

3. To coordinate with ministries, sectors on state management activities for operation of representative offices, branches in their localities.

Article 42. Responsibilities of the Department of Industry and Trade, Management Board

1. To manage operation of representative offices, branches in their localities within their scope of power;

2. Annually, no later than January 30, to report to the Department of Industry and Trade, the Management Board on issuance, re-issuance, modification, renewal and revocation of the License for establishment of representative offices and termination of operation of representative offices;

Article 43.Sanctions

Foreign businesses, representative offices, branches that violate regulations of this Decree shall be sanctioned depending on the level of violations according to the law on sanctioning administrative violations.

Article 44. Cases that representative offices, branches have their license revoked

1.Not coming into operation 01 year since being granted the License;

2. Not regularly reporting on operation of representative offices, branches for 2 consecutive years

3. Not reporting as required under Clause 2 Article 32 of this Decree to competent agencies within 6 months since the requirement is issued;

4. Other cases according to the law;

Chapter V

IMPLEMENTATION

Article 45. Transitional provisions

Representative offices established before the Decree comes into effect will keep operating until the License for establishment of representative office ceases to be effective.

Article 46. Effect

1. This Decree takes effect on March 10, 2016.

2. This Decree replaces the Decree No. 72/2006/ND-CP dated July 25, 2006 of the Government detailing the Trade laws on representative offices, branches of foreign businesses in Vietnam.

3. This Decree annuls Article 2 of the Decree No. 120/2011/ND-CP dated December 16, 2011 of the Government amending, supplementing administrative procedures in some Decrees of the Government detailing the implementation of the Trade law.

Article 47. Implementation organization

Ministers, Heads of ministerial-level agencies and the Government’s units and Chairpersons of People’s Committee of provinces and cities under direct central management are responsible for implementation of the Decree.

For the Government

The Prime Minister

Nguyen Tan Dung