Procedures for Establishing a Commercial Agency Under Vietnamese Law

1. What Is a Commercial Agency?

Under Article 166 of the Commercial Law 2005, a commercial agency is understood as a commercial activity in which the principal and the agent agree that the agent, acting in its own name, purchases or sells goods for the principal or supplies the principal’s services to customers for remuneration.

2. Vietnamese Legal Regulations on Commercial Agencies

Article 167 of the Commercial Law 2005 provides for the principal and the agent as follows:

– The principal is a trader who delivers goods to the agent for sale or delivers money to the agent for purchase, or a trader authorizing the agent to supply services.

– The agent is a trader who receives goods to act as a selling agent, receives money to act as a buying agent, or receives authorization to supply services.

Regarding ownership in a commercial agency, the principal is the owner of the goods or money delivered to the agent (Article 170 of the Commercial Law 2005).

Article 169 of the Commercial Law 2005 provides for the forms of agency as follows:

– Exclusive-purchase/sale agency is a form of agency in which the agent buys or sells an entire volume of goods or fully supplies a service for the principal.

– Exclusive agency is a form of agency in which, within a defined geographical area, the principal grants only one agent the right to buy or sell one or several items of goods or to supply one or several types of services.

– General agency for purchase, sale of goods and supply of services is a form of agency in which the agent organizes a system of sub-agents to buy and sell goods and supply services for the principal.

The general agent represents the system of sub-agents. Sub-agents operate under the management of the general agent and in the general agent’s name.

– Other forms of agency as agreed by the parties.

3. Procedures for Establishing a Commercial Agency

Based on the facts you described above, where your company plans to sign agency contracts with individuals in other localities to sell tickets, those individuals must register to establish a business household.

The individuals receiving tickets from you for resale shall register their business as a business household. Under Article 87 of Decree No. 168/2025/ND-CP, business household registration is specifically regulated as follows:

– Business household registration is carried out at the commune-level business registration authority where the business household’s head office is located.

– The business household registration dossier includes:

+ The application for business household registration;

+ Legal documents of the individual for the business household owner and household members registering the business household, where household members register the business household;

+ A copy of the minutes of the household members’ meeting on establishing the business household, where household members register the business household;

+ A copy of the written authorization by household members of one member to act as the business household owner, where household members register the business household.

– Upon receiving the dossier, the commune-level business registration authority issues a receipt and grants the Business Household Registration Certificate to the business household within 03 working days from the date of receiving a valid dossier. Where the dossier is invalid, within 03 working days from the date of receiving the dossier, the commune-level business registration authority must notify the dossier submitter or the business household founder in writing. The notice must clearly state the reasons and the requirements for amending or supplementing the dossier (if any).

– If, after 03 working days from the date of submitting the business household registration dossier, the business household founder or the business household has not received the Business Household Registration Certificate or a notice requesting amendment or supplementation of the dossier, they have the right to file complaints or denunciations in accordance with the law on complaints and denunciations.

– Periodically, in the first working week of each month, the commune-level business registration authority sends the list of business households registered in the previous month to the tax authority of the same level, the provincial-level business registration authority, and the provincial specialized management agency.

After the ticket-reselling individuals have completed business household registration, the two parties shall sign an agency contract in accordance with Article 168 of the Commercial Law 2005 on agency contracts as follows: “An agency contract must be made in writing or in another form of equivalent legal validity.”