Procedures for terminating the operations of representative offices of foreign traders operating commercially in Vietnam

How are the procedures for terminating the operations of representative offices of foreign traders conducting commercial activities in Vietnam?

1. How are the rights and obligations of representative offices of foreign traders operating commercially in Vietnam?

Regarding the rights of representative offices of foreign traders operating commercially in Vietnam, are stipulated in Article 17 of the 2005 Commercial Law as follows:

– Operating in accordance with the purpose, scope and duration specified in the office establishment license representative.

– Rent headquarters, rent, buy necessary facilities and equipment for the operation of the Representative Office.

– Recruit Vietnamese and foreign workers to work at the Representative Office in accordance with the provisions of Vietnamese law.

– Open an account in foreign currency, in Vietnamese Dong of foreign currency origin at a bank licensed to operate in Vietnam and can only use this account for the activities of the Representative Office.

– Has a seal bearing the name of the Representative Office in accordance with the provisions of Vietnamese law.

– Other rights as prescribed by law.

About the obligations of representative offices of foreign traders operating commercially in Vietnam, stipulated in Article 18 of the Law Trade 2005 as follows:

– Do not carry out directly profitable activities in Vietnam.

– Only carry out trade promotion activities within the scope permitted by this Law.

– Do not enter into contracts, amend or supplement contracts already signed by foreign traders, unless the Head of the Representative Office has a power of attorney. legal rights of foreign traders or the cases specified in Clauses 2, 3 and 4, Article 17 of this Law.

– Pay taxes, fees, charges and perform other financial obligations according to the provisions of Vietnamese law.

– Report on the activities of the Representative Office according to the provisions of Vietnamese law.

– Other obligations as prescribed by law.

2. Cases of termination of operations of representative offices of foreign traders operating in Vietnam

Pursuant to Article 35 of Decree 07/2016/ND-CP on cases of termination of representative office and branch operations, specifically as follows:

– At the request of foreign traders.

– When a foreign trader terminates its operations according to the law of the country or territory where that trader was established or registered for business.

– The operating term under the Representative Office Establishment License or Branch Establishment License expires and the foreign trader does not request an extension.

– The operating period under the Representative Office Establishment License or Branch Establishment License expires without the approval of the Licensing Agency to extend.

– The License to establish a Representative Office or the License to establish a Branch has been revoked according to the provisions of Article 44 of this Decree.

– Foreign traders, representative offices, branches no longer meet one of the conditions specified in Articles 7 and 8 of this Decree.

3. What are the procedures for terminating the operations of representative offices of foreign traders conducting commercial activities in Vietnam?

Regarding documents, based on Article 36 of Decree 07/2016/ND-CP on documents for termination of representative office and branch operations, specifically as follows:

– 01 set of documents, including:

+ Notice of termination of operation of representative offices or branches according to the form of the Ministry of Industry and Trade signed by an authorized representative of the foreign trader, except for the cases specified in Clause 5, Article 35 of this Decree;

+ A copy of the document of the Licensing Agency not to extend the License to establish a Representative Office or the License to establish a Branch (for the cases specified in Clause 4, Article 35 of this Decree) or a copy of the Decision to revoke the License to establish a Representative Office or the License to establish a Branch of the Licensing Agency (for the cases specified in Clause 5, Article 35 of this Decree);

+ List of creditors and unpaid debts, including tax debt and social insurance payment debt;

+ List of employees and their current corresponding benefits;

+ Original copy of License to establish Representative Office, License to establish Branch.

– Foreign traders and the head of a Representative Office or Branch that terminates operations are jointly responsible for the truthfulness and accuracy of the dossier on termination of operation of the Representative Office or Branch.

– In the case of a Representative Office terminating operations in a province, centrally run city or geographical area under the management of a Management Board in order to relocate the headquarters of the representative office or branch. Representative office to another province, centrally run city or geographical area under the management of another Management Board, the representative office termination dossier only includes the documents specified in Point a and Point dd Clause 1 of this Article.

Regarding procedures, based on Article 37 of Decree 07/2016/ND-CP on the order and procedures for resolving the termination of representative office operations representatives and branches as follows:

– Foreign traders submit documents to terminate the operation of Representative Offices or Branches directly or by post or online (if applicable) to the Licensing Agency.

– Within 03 working days from the date of receiving the documents, the Licensing Agency checks and requests additional documents if the documents are not complete and valid. The request for additional documents is made at most once during the application processing process.

– Within 05 working days from the date of receiving complete and valid documents, the Licensing Agency is responsible for announcing on its electronic information page the termination of operations of the Representative Office or Branch.