The Decree 100/2010/nd-Cp: Regulations On The Establishment And Operation Of Representative Offices Of The Organization Of Foreign Trade Promotion In Vietnam

Original Language Title: Nghị định 100/2011/NĐ-CP: Quy định về thành lập và hoạt động văn phòng đại diện của tổ chức xúc tiến thương mại nước ngoài tại Việt Nam

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Pursuant to the law on organization of the Government of 25 December 2001;

Commercial Law base on June 14, 2005;

Considering the recommendation of the Minister of industry and trade, the DECREE: chapter I GENERAL PROVISIONS article 1. Scope of this Decree regulates the establishment and operation of representative offices of foreign trade promotion organization in Vietnam (hereinafter referred to as the Office).

Article 2. Application object 1. This decree applies to representative offices of foreign organizations including trade promotion organizations and other organizations conducting activities related to trade promotion in Vietnam (hereinafter referred to as the Organization of foreign trade promotion).

Organization of foreign trade promotion under this Decree includes government organizations or NGOs, associations, ... is formed according to the regulations of the country in which the headquarters organization, implementation of the activities related to trade promotion in Vietnam aimed at: boosting trade promotion activities from abroad to Vietnam and vice versa; support of foreign businesses to penetrate and operate in the market of Vietnam; research and provides information on economic, trade, the market for foreign business organizations; promote the foreign trade activities, cross-border trade with Vietnam; the activities aimed at connecting trade between enterprises and foreign enterprises in Vietnam.

2. This Decree shall not apply to the representative office in Vietnam by foreign traders, foreign non-governmental organization, the Organization for collaboration, research, educational facilities and other foreign organizations are specified in the legal text.

Article 3. State management for the operation of the representative office 1. Ministry of industry and trade to help the Government of unified state management for the operation of the particular Office as follows: a) presiding, in cooperation with the ministries, ministerial agencies drafting, the competent authority issued or issued under the authority of the legal texts of representative office;

b) guide the Organization to perform, sublicense, modify, complement, extend, revoke the license of activity of representative office;

c) inspection, checking the management of the Department of industry and Commerce for the operation of the representative office on nationwide;

d) presided, in cooperation with the ministries, ministerial agencies, relevant local inspection offices inspection when necessary or at the request of the ministries, local;

DD) hosted, in cooperation with the ministries, ministerial agencies, local-build a database of representative offices all over the country;

e) handle the violations of law offices under the authority.

2. Ministries, ministerial-level agencies within the functions, duties and powers of their responsibility to implement or coordinate with the Ministry of industry and trade to make the management of the State for the establishment and operation of the offices in the field is assigned.

3. provincial people's Committee, the central cities in the range of duties and powers steering his industrial and commercial Departments made managing, tracking, monitoring, inspection, test and process the offense for the operation of the trade promotion organization in Vietnam in the range as defined by local law.

Chapter II ESTABLISHMENT, the ACTIVITIES of REPRESENTATIVE OFFICES article 4. Established representative offices 1. Organization of foreign trade promotion conducted activities related to trade promotion in Vietnam to establish representative office in accordance with the provisions of this Decree.

2. Organized foreign trade promotion was established not more than one (1) representative office in a province, the central cities.

3. A representative office is the dependence of the Organization on foreign trade promotion. Not be established directly under the Office of representative office.

4. The establishment of representative offices must be registered with the competent agency licensed under the provisions of this Decree (hereinafter referred to as the licensing agency).

Article 5. Conditions of establishment of Representative Office of organization of foreign trade promotion was granted a license to establish a representative office in Vietnam when it meets the following conditions: 1. Is the organization established under the foreign law.

2. the Charter, only the purpose of activity of the representative office in accordance with the law of Vietnam.

Article 6. Organization of the Office 1. Organization and heads of representative offices by foreign trade promotion self-determination and to be registered with the licensing agency.

2. The recruitment and appointment of foreign people working in offices are consistent with the provisions of the law of Vietnam and Vietnam's commitments in the international treaties to which Vietnam is a member.

Article 7. Content activity of representative office 1. Representative offices are performing activities related to trade promotion comprising: a) perform liaison office functions;

b) perform the activities aimed at promoting the trade promotion activities from abroad to Vietnam and vice versa; support of foreign business approach and works in the market of Vietnam; research and provides economic information; trade, the market for foreign business organizations; promote the foreign trade activities, cross-border trade with Vietnam; the activities aimed at connecting trade between enterprises and foreign enterprises in Vietnam;

c) collaboration with agencies, organizations that have implemented functionality trade promotion activities of Vietnam to carry out the activities related to the promotion of trade;

d) The other trade promotion activities in accordance with the law.

2. A representative office is not done the activity aims to direct profitable in Vietnam.

Article 8. Notice the activity of representative office 1. Within 45 days from the date issued, reissued, amended, supplemented, to renew the license, the Office must post a notice written or electronic permission released in Vietnam in 3 successive numbers of the following content: a) name, head office address of the representative office;

b) name, address, the headquarters of the Organization of foreign trade promotion;

c) head of the representative office;

d) Number, date of issue, the term of the license to establish a representative office, licensing agency;

Active content) of the representative office.

2. Within the time limit specified in paragraph 1 of this article, the representative office is operational and inform the licensing authority, the provincial people's Committee, the Department of industry and Commerce headquarters offices of the opening activity at the registered office.

Article 9. Open account 1. Representative Office is opened in foreign currency spent on professional accounts and specialized accounts bronze original Vietnam spending foreign currency at banks are allowed to operate in Vietnam and just used this account on the activities of the representative office.

2. The opening, use and closing of account representatives follow the regulation of the State Bank of Vietnam.

Article 10. Activity report 1. Recurring annually, before the last working day of January next, representative office must submit a written report on the activities during the year to licensing agencies.

2. Representative Office must prepare financial statements, statistical reporting regime under the provisions of the law of Vietnam.

3. where required by the provisions of the law of Vietnam, a representative office is obliged to provide documents, reports or explain the issues related to his activities at the request of the competent authority as defined in article 3 of this Decree.

Article 11. Rights, obligations of offices and the Head Office of representative offices, head offices make the rights and duties under the following provisions: 1. Operate under the right content, the range of activities specified in the license to establish a representative office.

2. Be headquartered rental and hiring people who work in offices under the current provisions of the law of Vietnam.

3. Registration and use of the seal of Office according to the current rules of the law of Vietnam.

4. Representative offices are not functioning as the representative for other trade promotion organization, not rent back office headquarters.

5. The head of the representative office are not concurrent head of Representative Office of traders, other foreign organizations in Vietnam.

6. A foreigner working in representative offices must have a work permit under the provisions of the law of Vietnam.

Article 12. The termination of activity of representative office 1. Representative offices termination of activity in the following circumstances: a) as proposed by the Organization of foreign trade promotion and licensing authority approval;

b) When trade promotion organization active abroad under the law of the country where trade promotion organization that established;

c) expiry of the activity licence established representative offices that organize foreign trade promotion does not suggest extension;

d) most of the time operated under license to establish a representative office which are not Licensing Agency approves the extension;

DD) revoked the license to establish a representative office as specified in paragraph 2 to article 23 of this Decree.


2. Within a period of at least 30 days before the expected termination of activity of representative office as specified in point a, point b, point c of paragraph 1 of this article, the Organization of foreign trade promotion must send notice of the termination of the operation to the licensing agency, the creditor workers in the Office, people have rights, obligations and other related benefits. This notice must clearly state the expected time of termination of activity of representative office, are listed at the head of the representative office and paper written or electronic permission released in Vietnam in 3 consecutive numbers.

3. Within 15 days of the decision not to renew the license to establish representative offices or on the decision to revoke the licence as specified in point d, DD account point 1 of this article, the licensing authority must publish a newspaper written or electronic permission released in Vietnam in 3 consecutive numbers about the termination of activity of representative office and stating the time of termination of activity of representative office.

4. within 15 days from the date the foreign trade promotion Office and complete the obligation stipulated in paragraph 2 or paragraph 3 article 13 of this Decree, the licensing authority must delete the name of a representative office in the registry.

5. Within 15 days of deleting the name of a representative office, the agency responsible for licensing notice of the termination of activity of Representative Office for the provincial people's Committee, the Department of industry and commerce, tax authorities, statistical agencies, provincial public security organs where offices are located.

Article 13. Obligations of trade promotion organizations for foreign representative offices 1. Trade promotion organizations abroad must be responsible before the law about Vietnam the full activity of the representative office in Vietnam. In the case of implementation of activities beyond the scope of authorized offices, head offices are responsible for the activities of the Office and under the law of Vietnam.

2. At least 15 days before a representative office to terminate the operation as defined in point a, point b, point c, paragraph 1 article 12 of this Decree, trade promotion organizations, representative offices are obliged to complete payment of the debts and other obligations to the State , the Organization, the individual concerned in accordance with the law.

3. within 60 days of termination of activity of representative office as specified in point d, point VND account 1 article 12 of this Decree, trade promotion organizations abroad are obliged to complete payment of the debts and other obligations to the State, the Organization related individuals, according to the provisions of the law.

Chapter III level, LEVEL BACK, modified, SUPPLEMENTED, to RENEW the LICENCE to ESTABLISH REPRESENTATIVE OFFICES article 14. The sequence and duration of license to establish a representative office 1. Organization of foreign trade promotion send 1 record licensing proposal established a representative office to the Ministry of industry and trade (trade promotion Bureau) to suggest licensing the establishment of Representative Office of organization.

2. within 20 days from the date of receipt of a valid application, the Agency reviewed and license granted to organize foreign trade license offices and send a copy of the license to the provincial people's Committee, the central cities (hereafter referred to collectively as the provincial people's Committee) The Department of industry and commerce, tax authorities, statistical agencies, provincial public security organs where offices are located. Cases not permit to establish a representative office, the licensing authority must reply in writing stating the reason.

3. where the profile is not yet valid, within 3 working days from the date of receipt, the licensing authority must be notified in writing to organize foreign trade promotion supplement, complete the profile.

4. The time limit referred to in paragraph 2, paragraph 3 of this article does not include the time to organize foreign trade promotion modification, additions proposed licensing established a representative office.

5. license to establish a representative office has a time limit of 5 years but not exceeding the remainder of the term of license or valuable papers equivalent of organized foreign trade promotion in the case law of the country in which the Organization had established regulations that limited time license.

Article 15. Licensing records established representative offices 1. Records suggest a license to establish a representative office include: a) the suggested text licensing established a representative office in the form prescribed by the authorized representative of the Organization of foreign trade promotion;

b) text of the competent State agencies of foreign countries allow established a representative office in Vietnam;

c) copy license or valuable papers equivalent of organized foreign trade promotion agency of competent jurisdiction where trade promotion organizations abroad establish validation;

d) a copy of the Charter or bylaws of the Organization's activities in the promotion of foreign trade;

DD) rules or regulations expected of a representative office in Vietnam;

e) report the situation to the Organization's activities in the promotion of foreign trade in 1st (a) latest year and scheduled operations in Vietnam;

g) of history who is expected to do the head of representative office and text appointed head of representative office in Vietnam.

2. The types of documents referred to in points b, c, d, e, f, g paragraph 1 this must be translated into Vietnamese and the Consulate was legalized under the provisions of the law.

Article 16. The case does not permit the establishment of Representative Office of licensing authority established a representative office is not a license to organize foreign trade promotion in the following cases: 1. trade promotion organizations abroad do not meet the conditions specified in article 5 of this Decree.

2. trade promotion organization has conducted business goods, services.

3. Organized foreign trade licensing proposal established a representative office in time of 2 years, from the date the revoked licences established a representative office in Vietnam as stipulated in paragraph 2 to article 23 of this Decree.

4. There is evidence that the establishment of a representative office detrimental to national defense, security, safety, social order, culture, history, tradition, morality, customs of Vietnam and the people's health, do ruin resources, pollute the environment;

5. The profile is not valid and not enough additional records as required by the licensing agency;

6. Other cases prescribed by law.

Article 17. The additional license to modify, established a representative office 1. In the following cases, trade promotion organizations abroad must send 1 record suggested additional license, established a representative office to the competent bodies for the additional license to modify, established a representative office within 10 working days from the date of the change: a) to change the head of the representative office;

b) changed the location of its headquarters organized foreign trade promotion;

c) changing the location of headquarters offices within a province, central cities;

d) change the name or the activities of a representative office has been licensed.

2. The records suggest amendments, additional license offices, including: a) the Menu suggested, additional license offices form the authorized representative of the Organization of foreign trade promotion;

b) copy (without notary) license to establish a representative office has been granted.

3. within 10 working days from the date of receiving documents of the Organization of foreign trade promotion, licensing agencies are responsible for the additional license to modify, and send a copy of the licence was amended, complements the Agency specified in clause 2 of this Decree, article 14.

Article 18. Reissued license offices 1. In the following cases, trade promotion organizations abroad must submit the proposed profile 1st level license representative office to the licensing authority for re-issuance license Office within 15 days of the change : a) change the location of the headquarters offices from a province, city in central to a province, a city centrally;

b) change the name or change the place of registration of the establishment of the trade promotion organization from a foreign country to another country;

c) changing activity of organized foreign trade promotion.

2. In the case of a licence to establish a representative office is lost, torn or been destroyed, trade promotion organizations abroad to do the suggested procedure to permit establishment of the representative office with the licensing agency as soon as events arise.

Article 19. Records reissued license offices 1. Recommended records re-issued the license to establish a representative office in the cases defined in art. 1 Article 18 Decree include: a) petition reissued license offices form the authorized representative of the Organization of foreign trade promotion;

b) copy (without notary) license to establish a representative office has been granted.

2. the recommended records re-issued the license to establish a representative office in the case provided for in point b, point c, paragraph 1 Article 18 Decree include: a) petition reissued license offices form the authorized representative of the Organization of foreign trade promotion;

b) a copy of the Registration Certificate establishment or valuable papers equivalent of organized foreign trade promotion agency of competent jurisdiction where trade promotion organizations established overseas business registration or certification. The papers specified in point must be translated into Vietnamese and was legalized under the provisions of the law of Vietnam;


c) copies (without notary) license to establish a representative office has been granted.

3. recommended records re-issued the license to establish a representative office in the case prescribed in clause 2 Article 18 Decree include: a) petition reissued license offices form the authorized representative of the Organization of foreign trade promotion;

b) copy (without notary) license to establish a representative office has been granted.

Article 20. Renew license offices 1. Organization of foreign trade promotion was renewed license offices when there is enough of the following conditions: a) wishing to continue operating in Vietnam in the form of representative offices;

b) trade promotion organizations abroad are still operating under the laws of the country where trade promotion organization that established;

c) no Vietnam law violations related to the activities of the representative office.

2. The records suggest renewed license offices include: a) the application to renew a licence to establish a representative office as the competent representative sample of organized foreign trade promotion;

b) financial reports are audited or other documents of value equivalent to prove the existence and activities of the organization promote foreign trade in the most recent fiscal year. The papers specified in this point are translated into South Vietnamese and diplomatic missions, Consulate of Vietnam in foreign certification and implementation of the legal provisions of the law of Vietnam;

c) report on activities of the Office as of the time of the proposal to renew the license to establish a representative office;

d) original license was granted a representative office.

3. Within a period of at least 30 days prior to license expiration representative office, trade promotion organizations abroad to do the procedure.

4. The time limit licensing agency procedures for renewal of the license to establish a representative office as the deadline to renew the license to establish a representative office as defined in article 15 of this Decree.

5. Immediately after the expiry of the provisions in clause 4 of this that the Agency license not renewed the license to establish a representative office shall notify in writing to the trade promotion organizations of the reason not to renew the license.

6. Licensing Agency founded a representative office is responsible for notifying the bodies specified in paragraph 2 to article 15 of this Decree on the renewal or non-renewal of the licence.

7. renewal term as the term of Representative Office license as specified in paragraph 5 to article 15 of this Decree.

Article 21. The fee level, the level again, amendments, supplements, renewed license offices 1. Trade promotion organizations abroad must submit the fee level, the level again, amendments, supplements, renewed license offices.

2. The Ministry of finance, in cooperation with the Ministry of industry and trade specific provisions and the management fee level, the level again, amendments, supplements, renewed license offices.

Chapter IV INSPECTION, test, HANDLE COMPLAINTS and VIOLATIONS, accusations the thing 22. Inspection, test 1. During the operation, a representative office is subject to the inspection, inspection of the competent authority specified in article 3 of this Decree and other competent authorities under the provisions of the law of Vietnam. The inspection, check the operation of the representative office must ensure the implementation of proper functioning, properly authorized and in compliance with the provisions of the law on the Ombudsman, check.

2. The inspection decision, check the law incorrectly or taking advantage of the inspection, check for harassment, causing troubles for the activity of the representative office, depending on the level of violation, will be disciplined or prejudice criminal responsibility, if the damage is compensated according to the provisions of the law.

Article 23. Handle violation 1. Trade promotion organizations, foreign representative offices have violations of the provisions of this decree or to have specific violations here, then depending on the nature and extent of the violation which dealt with according to the provisions of the law on handling administrative violations: a) dishonest Declaration , not accurate, timely content, no change in the proposed records, reissued, amended, supplemented, to renew the licence to establish a representative office;

b) perform the operations aim to direct profitable in Vietnam;

c) do not operate within the time limit specified in paragraph 2 article 8 of this Decree, after being granted a license to establish a representative office;

d) does not notify the licensing agency; The provincial people's Committee, the city, the Department of industry and Commerce according to provisions in paragraph 2 article 8 of this Decree;

DD) made no proper regulation of the State Bank of Vietnam on the opening, use and closing of accounts of the representative office;

e) no location based offices or rent back office or representative office as the representative for other trade promotion organizations;

g) do not make periodic reports on the activities of the representative office with the authority to license under the regulations;

h) do not make a report, providing documents or explain the issues relevant to the activities of the representative office at the request of the competent authority as defined in article 3 of this Decree;

I) Not do the procedure to modify, Supplement, replace a license under the provisions of this Decree;

k) repair, erase the text in the license granted;

l) operation right content activities of a representative office in the license;

m) Not done or done incorrectly active termination procedure according to the provisions of this Decree;

n) violate the obligations of offices and the head office under the provisions of this Decree;

o) continue to operate after the trade promotion organization has to terminate the operation;

p) continue to operate after the licensing authority to revoke the license to establish a representative office;

q) don't post report as prescribed in clause 1 article 8 of this Decree.

2. In addition to the handling of administrative violations, in some cases the licensing authority to consider depending on the nature and extent of abuses of Office to the decision to revoke the license to establish a representative office. Revocation of a licence to establish a representative office is made according to the provisions in clause 3, clause 4 and clause 5 article 12 of this Decree. The case of representative office was considering revoking the license include: a) not officially go into operation during the 12 months, from the date the licensed establishment;

b) retired 12 consecutive months without notice with the licensing agency established;

c) does not report on the activity of representative office every year;

d) does not send the report at the request of the competent authority as defined in article 3 of this Decree within a period of 60 days from the date the competent authority has requested in writing;

DD) proper operation the function of the Office of the representative in accordance with the law of Vietnam and relevant international conventions to which Vietnam is a Member;

e) employees working in offices violate Vietnam's labour legislation.

3. The head of Office in violation of the provisions of this Decree shall, depending on the nature and extent of the violation which dealt with administratively or be blind for criminal liability in accordance with the law.

4. Organized foreign trade promotion organization operating in Vietnam in the form of representative offices that do not have a license to establish a representative office shall be terminated operations in Vietnam and dealt with Vietnam law violations.

Article 24. Complaints accuse the Organization of foreign trade complaint, accusations against the grant or refuse to grant a licence to establish a representative office, the decisions and acts contrary to the law, cause difficulties, troubles of public officials, State agencies. Complaints, accusations and the resolution of complaints, accusations are made according to the provisions of the law on complaints and denunciation.

Chapter V ENFORCEMENT PROVISIONS article 25. Effect 1. The Decree has effect from January 15, 2011.

2. Representative Office was established prior to the date of this Decree in effect was continued to operate and to procedures for granting licences again established representative offices, according to the provisions of this Decree within a period of 6 months from the date of this Decree takes effect.

Article 26. Implementation 1. Minister of industry and trade, detailing the implementation of this Decree and the regulations details on grants, grant, modify, complement, renew license offices specified in this Decree.

2. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of people's Committee of the central cities, is responsible for the implementation of this decision.