Companies with different business locations usually set up representative offices to wider their market. If you want to set up a representative office for your company, you need to go to the competent authority to apply for a certificate to set up a representative office. This may confuse foreign traders since they may not have a clear understanding of Vietnamese regulations regarding representative offices. So, in this article, LSX legal firm will inform you: “Seal of representative office of foreign company in Vietnam”
- Law on Enterprise 2020
- Decree 95/2015/ND-CP
- Decree 99/2016/ND-CP
- Circular 11/2016/ND-CP
Is it necessary to set up a representative office?
Representative offices of foreign traders established in Vietnam are approved by the Department of Industry and Trade of the province/city where the representative office is registered.
The representative office of a foreign company means a dependent unit and has no business function other than the function of a liaison office, market research, and promotion of business investment opportunities, excluding service industries.
Annually, the representative office sends an operation report according to the form to the direct management agency, the Department of Industry and Trade.
Representative offices report, provide documents, or explain issues related to the operation of the Office at the request of competent state management agencies.
Thus, the establishment of representative offices for foreign traders in Vietnam is necessary.
Conditions for establishing a representative office of a foreign company in Vietnam
Foreign traders may only granted a certificate to establish a representative office in Vietnam when fully meeting the following conditions:
- The foreign company established and registered for business in accordance with the laws of a country that is a party to an international treaty to which Vietnam is a member or recognized by the laws of these countries;
- The foreign company has operated in the host country for at least a year from the date of establishment or registration;
- In case the foreign business registration certificate stipulates the operation term; such certificate must have at least a year of validity from the date of filing in Vietnam;
- Activities of Representative Offices: market research, trade promotion in Vietnam.
- In case the operation content of the representative office is not consistent with the commitments of Vietnam or the foreign trader is not a member of a country or territory participating in an international treaty to which Vietnam is a contracting party, then the establishment of a representative office must be approved by the minister or head of a specialized management ministerial-level agency.
Procedures for establishing a representative office of a foreign company
Step 1: Prepare documents in the application to carry out the procedure quickly and smoothly, companies should prepare all the above-mentioned documents and papers. Also, you should notice the translated and authenticated types of documents under the law.
Step 2: Submit the application to the competent authority.
Clause 1, Article 5 of Decree No. 07/2016/ND-CP stipulates that the Department of Industry and Trade of the provinces and centrally-run cities where the trader intends to locate the representative office have the competence to grant the certificate for the establishment of a representative office of a foreign company in Vietnam.
Accordingly, foreign traders submit dossiers directly or by post, or online to the Departments of Industry and Trade of the provinces and centrally-run cities where the trader intends to locate the representative office.
Step 3: Receive results Within 07 working days from the date of receipt of the valid application. The competent authority is obliged to review the application and return the results to the applicant:
- After receiving the application, if it is necessary to supplement or adjust the dossier to make it valid, the competent authority will notify in writing the refusal to grant the certificate (specifying the reason) and request additional documents.
- If the application is complete and valid, then the agency competent issue the certificate to establish a representative office of a foreign company in Vietnam.
Note: Applying for a certificate to establish a representative office for a foreign company is only the first step. For representative offices to operate legally, they must carry out some other procedures such as:
- Engraving the seal.
- Notice of tax identification number.
- Publication of information about the representative office.
- Sign a labor contract with the chief representative and employees.
- Pay corporate income tax.
- Other regulations as prescribed by current law.
Seal of representative office of foreign traders
Point c, Clause 4, Article 5 of Decree 99/2016/ND-CP stipulates:
“c) Economic organizations themselves decide on the use of additional seals.”
Under the Vietnamese legislation; a representative office’s seal is optional and is usually an informational seal displaying the representative office’s name; address, and phone number for some promotional activities.
However, representative offices can not use this seal to stamp on the sale and purchase contract; because a representative office has no business function.
Legal service of LSX Legal Firm
LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:
- Legal advice related to new regulations;
- Representing in drafting and editing documents;
- We commit the papers to be valid, and legal for use in all cases;
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With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself; We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
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The company submits the application to the Business Registration Office – Provincial Department of Planning and Investment where the representative office is located.
After receiving the valid application file of the enterprise, the provincial business registration office enters the information into the National Business Registration Information System to request the representative office code, then issues the Registration Certificate for the representative office.
Within 10 working days from the date of deciding to establish a representative office, the enterprise shall send a notice of the establishment of a representative office to the Business Registration Office. In case your business establishes a representative office in another province or city that different to the head office, the Business Registration Office where the representative office located shall send information to the Business Registration Office where the head office located.
Besides, after establishing a representative office, you will need to do one more procedure: notify the seal sample of the representative office (if any).
The representative office has no choice but to choose the dependent accounting method. Because they do not have their own seal, so they cannot make tax declarations and payments on their own. All declarations of license fees, license taxes, and license tax declarations of the representative office performed by the parent company.
Finally, hope this article is useful for you to answer the question about “Seal of representative office of foreign company in Vietnam”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: firstname.lastname@example.org