Renewal/Dissolution Of Representative Offices Of Foreign Companies
The 5-year period is the maximum time the representative office’s operating license is valid. At the end of this time, investors will have to choose either extending the operation of the Representative Office or closing the Representative Office (to establish a Company in Vietnam, establish a branch, or completely stop operating in Vietnam). Whether continuing or closing the representative office, investors still need to comply with a number of regulations on Vietnam’s administrative procedures.
Some cases of extending Representative Office Establishment License:
Foreign investors may extend their Representative Office Establishment License after it is expired
Cases of terminating representative office operations:
- At the request of foreign investers.
- When a foreign trader terminates its operations according to the law of the place where that trader was established or registered for business.
- At the end of the operating term according to the License to establish Representative Office, if:
- Foreign traders do not request an extension.
- No extension agreed by the Licensing Agency.
- License to establish representative office revoked according to regulations
- Foreign traders and representative offices no longer meet one of the specified conditions.
- Representative Office terminates operations in a area to move the representative office’s headquarters to another one.
Legal documents related to extension/dissolution of Representative Office:
- Commercial Law 2005.
- Decision 07/2016/ND-CP on the establishment, operation, rights and obligations of representative offices and branches of foreign traders in Vietnam.
- Circular No. 11/2016/TT-BCT stipulating the form for implementing Decree No. 07/2016/ND-CP.
Dossier to extend the License to establish a Representative Office in Vietnam includes:
- Application for extension of License to establish representative office according to the form;
- Copy of Business Registration Certificate or documents of equivalent value of foreign traders (must be certified by the Consulate or Consular authentication);
- Copy of the License to establish the Representative Office that has been issued;
- Copy of audited financial statements or documents confirming the implementation of tax or financial obligations in the most recent fiscal year or documents of equivalent value or confirming and proving the existence and operation activities of foreign traders in the most recent fiscal year;
- Foreign documents need to be translated into Vietnamese and authenticated according to legal regulations.
Extending the License to establish a Representative Office processes:
- Application for renewal of License to establish a Representative Office must be submitted at least 30 days before the License expires.
- Foreign traders submit applications directly or by post or online to the Licensing Agency.
- Within 03 working days from the date of receipt of the application, the Licensing Agency checks and considers the validity of the application for renewal of the License to establish a Representative Office and responds with the results:
- Invalid profile: Additional request (One time only)
- Valid application: within 05 working days from the date of receiving the valid application, the Licensing Authority shall extend the License to establish a representative office for foreign investers.
- In case of non-renewal, there will be a written notice clearly explaining the reason.
Notable things when terminating the operation of a Representative Office:
- In addition to carrying out procedures for terminating operations according to regulations, foreign investers and representative offices must public that information at the representative office and perform other obligations according to regulations before terminating the representative office.
- Foreign investers whose representative offices terminated operations still have the responsible for implementing contracts, paying debts (including tax debt), and providing full legal benefits to employees who have worked at representative offices according to regulations.