Enterprises frequently choose to establish a representative office to legally function in order to support business expansion and encourage the introduction of products or services to clients beyond the head office of the firm. Following that, Hong Bang Law Firm would like to provide advice on the procedures for registering enterprise representative offices:
Legal basis
- Vietnam’s law on enterprises 2020;
- Decree No. 01/2021/ND-CP on enterprise registration;
- Circular No. 01/2021/TT-BKHDT guidance on enterprise registration;
- Circular No. 47/2019/TT-BTC on amounts, collection, payment, management and use of fees for providing information about enterprises, charges for business registration.
Overview of representative office
The definition of the representative office is stipulated in Clause 2, Article 44 of the Law on Enterprise 2020 as follows:
“2. A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business.”
It can be seen that the function of the representative office is quite simple to serve the main purpose of:
- Play role as the office of communication between the company and customers;
- To explore the business market, support the company to assess the market, promote business activities.
However, when deciding to set up a representative office, enterprises should also note:
- Representative offices cannot directly trade in products and goods for commercial activities;
- The representative office cannot sign a contract for the sale and sale of goods with a third party for commercial purposes;
- Financial obligations from the operation of the representative office will depend on the parent company and are paid in full by the parent company.
- The representative office is allowed to sign a contract on behalf of the company to serve the operation of the office such as renting a house; procurement of equipment, sign labor contracts with employees working at the office… etc. The organizational structure of the office will be decided by the enterprise, operating under the permission of the enterprise.
Procedure
In case of registration via electronic network using business registration account
- Applicants use business registration accounts to declare information, download electronic documents and sign enterprise registration dossiers via electronic information networks and pay business registration fees and charges according to the process on the national portal on enterprise registration (https://dangkykinhdoanh.gov.vn). In case of authorizing the implementation of business registration procedures via an electronic information network using the Business Registration Account, the authorization document must have contact information of the authorized person to verify the submission of the enterprise registration dossier via the electronic information network.
- After completing the submission of the application, the applicant will receive the enterprise registration dossier receipt via the electronic information network.
- The Business Registration Department grants enterprise registration to the enterprise in case the dossier is eligible and notified the enterprise of the issuance of enterprise registration. In case the dossier is not eligible, the Business Registration Office shall send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.
In case of registration in person or through the postal service
- Enterprises shall submit dossiers for registration of branch operations or representative offices at the Business Registration Office where branches and representative offices are located.
- Within 03 working days from the receipt of the application, the business registration authority shall consider the validity of the application and decide whether to issue a Certificate of Representative Office Registration. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is not satisfactory or inform the applicant and provide explanation if the application is rejected.
Dossier
- The notice of establishment of representative office signed by the legal representative of the enterprise;
- Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s representative office, legal documents of the head of the representative office.
- Copies of legal papers of individuals for the head of the representative office;
In case of authorizing individuals to carry out business registration procedures, it is necessary to add to the dossier:
- Written authorization letter for individuals to carry out procedures related to business registration. This authorization document is not required to notarized or certified;
- Copies of the authorized individual’s legal papers.
In case of registration of representative offices of foreign credit institutions or other foreign organizations with banking activities, it is necessary to supplement: Copies of licenses or written approvals issued by the State Bank of Vietnam.
In case of registration of the representative office of a securities company or securities investment fund management company, it is necessary to add: a copy of the establishment and operation license or a copy of the written approval of the State Securities Commission.
Competent authority and time of implementation
Competent authority: Business Registration Department under the Department of Planning and Investment.
Time: Within 03 (three) working days, from the receipt of a full valid dossier.
Services of Hong Bang Law Firm
- Advise on the appropriate type of business for clients;
- Draft, prepare and check the validity of the dossier;
- Work with state authorities;
- On behalf of the customer to receive the results;
- Hand over the results to the customer.
If you need more detailed advice and answers as well as how to access this service, please contact directly our Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com
Wishing you and your family good health, peace and success!
Best regards!
