Can the head of a branch of a foreign trader be the head of a representative office of another foreign trader?

Can the head of a branch of a foreign trader be the head of a representative office of another foreign trader?

Concurrent positions for the head of a branch of a foreign trader are specified in Clause 6 of Article 33 Decree 07/2016/ND-CP as follows:

Head of Representative Office, Branch

…

6. The head of a representative office of a foreign trader must not concurrently hold the following positions:

a) Head of a branch of the same foreign trader;

b) Head of a branch of another foreign trader;

c) legal representative of that foreign trader or foreign trader other;

d) legal representative of an economic organization established under Vietnamese law.

7. In case the head of a representative office is authorized by a foreign trader to enter into a contract, amend or supplement an already signed contract, the foreign trader must make written authorization for each time a contract is entered into, amend or supplement a signed contract.

8. The head of a branch of a foreign trader must not concurrently hold the following positions:

a) Head of the Representative Office of another foreign trader;

b) Head of the Representative Office of the same foreign trader;

c) legal representative of an economic organization established in accordance with Vietnamese law.

According to the above regulations, the head of a branch of a foreign trader cannot concurrently hold the following positions:

(1) Head of Representative Office of another foreign trader;

(2) Head of Representative Office of the same foreign trader;

(3) legal representative of an economic organization established in accordance with Vietnamese law.

Thus, the head of a branch of a foreign trader cannot concurrently hold the position of head of a representative office of another foreign trader.

Do foreign traders who change the head of a branch have to carry out procedures to adjust the Branch Establishment License?

Do foreign traders change the head of a branch as prescribed in Clause 1, Article 15 of Decree 07/2016/ND-CP as as follows:

Cases of adjusting Representative Office Establishment License, Branch Establishment License

Foreign traders must carry out procedures to adjust Representative Office Establishment License, Branch Establishment License in the following cases:

1. Change the name or head office address of a foreign trader.

2. Changing the content of activities of foreign traders is directly related to the content of activities of the Branch in Vietnam.

3. Change of head of Representative Office, Branch.

4. Change the name of Representative Office and Branch.

5. Change the operational content of Representative Offices and Branches.

6. Changing the headquarters address of a Representative Office in a province, centrally run city or in a geographical area under the management of a Management Board.

7. Change the address of the Branch’s headquarters.

Thus, according to regulations, in case a foreign trader changes the head of a branch, it must carry out procedures to adjust the Branch Establishment License.

For what contents is the Branch Head responsible to foreign traders?

The responsibilities of the Branch Head are specified in Clause 1, Article 33 of Decree 07/2016/ND-CP as follows:

Head of Representative Office, Branch

1. The head of a representative office or branch must be responsible to the foreign trader for his or her activities and that of the representative office or branch within the scope authorized by the foreign trader.

2. The head of a representative office or branch must be responsible for his or her activities in case of carrying out activities outside the scope authorized by the foreign trader.

3. The head of the Representative Office or Branch must authorize in writing another person to exercise the rights and obligations of the head of the Representative Office or Branch according to the law when leaving Vietnam. This authorization must be approved by the foreign trader. The Head of Representative Office and Branch is still responsible for implementing authorized rights and obligations.

Thus, according to regulations, the head of the branch must be responsible to the foreign trader for his or her activities and that of the branch within the scope authorized by the foreign trader.

At the same time, the head of the branch must be responsible for his or her activities in case of carrying out activities outside the scope authorized by the foreign trader.