Legal regulations on change of representative office addresses of foreign traders

For the purpose of facilitating market research as well as conducting certain trade promotion activities in Vietnam,some foreign traders have established representative offices. 

Accordingly, a representative office must operate at an address registered upon its establishment. In case of any change of address, the representative office is required to prepare the relevant dossier and implement procedures in accordance with the law in order to relocate and operate at a new address.

Thus, what is the current situation regarding change of representative office addresses of foreign traders? What are the relevant legal provisions and difficulties that need to be resolved? To clarify these matters, Ngoc Phu Law Company Limited would like to provide our readers with the following information:

I. Current situation regarding change of representative office address of foreign traders

Before deciding to establish enterprises or conduct investment and business activities in a country’s market, some foreign traders often establish representative offices in advance as a means to conduct accurate and objective market surveys when there is insufficient information for making an investment decision. It also facilitates communication with partners and customers in such jurisdiction.

At the same time, the establishment of representative offices provides convenience for foreign traders to promote their enterprises to local customers and attract potential ones before officially commencing business operations in Vietnam.

Given these advantages, many foreign traders have chosen to establish representative offices in Vietnam before establishing enterprise entities and conducting business operations here.

II. Legal regulations on change of representative office addresses of foreign traders

1. What is a change of representative office address?

A representative office is a dependent unit of a foreign trader. Upon registration for establishment, it is required to declare information of such a representative office, including its registered business address.

After a period of operation, for various reasons, a representative office may not be able to continuously operate at its current address and needs to relocate. Such change is not prohibited by law but must be implemented in accordance with applicable legal provisions.

2. When is it necessary to change the representative office address?

There are several reasons for representative offices to change their registered addresses. Common reasons include: increases in rental costs; expiry of the lease term without renewal; or geographical considerations of office locations.These factors may lead to the change of their representative offices of foreign traders.

3. Legal provisions on changing of the representative office address 

The registered address of the representative office is a fundamental detail recorded in its Establishment License. Therefore, when the foreign trader changes its representative office address, depending on each specific case, it must implement the relevant procedures and prepare an application dossier for amendment or reissuance of the License.

According to the law, within 60 days from the date of such change, the foreign trader must implement procedures for amending the License.

4. Dossier for changing of the representative office address

To change the representative office address of the foreign trader, it is required to prepare an application dossier for amendment of the Establishment License in accordance with Clause 1, Article 16 of Decree No. 07/2016/ND-CP, including:

• Application form for amendment of the Establishment License of the Representative Office (in the prescribed form of the Ministry of Industry and Trade) signed by the foreign trader’s authorized representative;
   
• Supporting documents evidencing such a change:
  
  + A copy of the memorandum or lease agreement for a new location, or documents proving that the foreign trader has the right to exploit and use such a location for locating the Representative Office;
  
  + A copy of documents concerning a proposed new address of the Representative Office.
   
• The original Establishment License of the Representative Office.

In cases where the change of address requires reissuance of the Establishment License, the dossier must comply with Clause 1, Article 19 of Decree No. 07/2016/ND-CP, including:

• Application form for reissuance of the Establishment License of the Representative Office (in the prescribed form of the Ministry of Industry and Trade) signed by the foreign trader’s authorized representative;
• Termination notice of operation of the Representative Office submitted to the licensing authority at the former location;
• A copy of the issued Establishment License of the Representative Office;
• Documents concerning a proposed new address of the Representative Office at a new location.

Once the dossier is fully prepared, the foreign trader may submit it directly, by post, or online (if eligible).

III. Questions regarding the change of the representative office address

1. May the foreign trader’s representative office sublease its location?

When the foreign trader establishes its representative office, it must lease a premise to locate its office. In some cases, the representative office may not use an entire leased space and may wish to sublease an unused portion to another entity or individual to share rental costs.

However, pursuant to Clause 2, Article 28 of Decree No. 07/2016/ND-CP, the representative office is not permitted to sublease its location. Accordingly, even if it does not fully utilize such a leased location, the representative office cannot sublease any part thereof.

2. When must the foreign trader change its representative office address?

Changing representative office address must be implemented in the following cases:

• When changing the address of the Representative Office within the same province, centrally-run city, or geographical area under the management of a Management Board, the foreign trader must implement procedures to amend the Establishment License.
• When relocating the Representative Office from one province, centrally-run city, or geographical area under the management of one Management Board to another, the foreign trader must apply for reissuance of the Establishment License.

Thus, depending on each specific case, the relevant procedures must be implemented for changing the representative office address.

3. Competent authority for handling the change of representative office addresses 

When submitting the dossier for changing of the representative office address, it must be submitted to the authority issuing the Establishment License. Pursuant to Clause 3, Article 17 of Decree No. 07/2016/ND-CP, the licensing authority shall examine the dossier and request supplementation if it is incomplete or invalid.

4. Is amendment of the establishment license required when changing address within the same province?

When the foreign trader wishes to change the address of its representative office, even within the same province, pursuant to Clause 6, Article 15 of Decree No. 07/2016/ND-CP, any change of the representative office address within a province, centrally-run city, or geographical area under the management of a Management Board still requires amendment of the Establishment License.

IV. Legal consultancy services on the change of representative office addresses of foreign traders

NGOC PHU LAW COMPANY LIMITED has extensive experience in advising and implementing procedures related to the change of representative office addresses of foreign traders, including:

• Receiving information relating to the change of representative office addresses;
• Guiding parties in preparing required documents for completion of procedures;
• Drafting, representing, and supporting clients in submission of dossiers and liaising with competent State authorities;
• Receiving the amended/reissued Establishment License and delivering it to clients.

The above constitutes our legal information regarding change of representative office addresses, prepared by NPLAW for our readers. Should you have any further inquiries requiring clarification, please contact us via the details below: