Legal regulations on the changes in operational content of representative offices of foreign merchants

The changes in operational content of representative offices of foreign organizations (or foreign merchants) are executed after the foreign company has been issued a license to operate the Representative offices in Vietnam, and during the operation there is a change in the operational content of the Representative offices. So what are the changes in operational content of the foreign merchants' representative offices? Currently, what issues revolve around the changes in operational content of foreign merchants' representative offices? Let's join the NPLaw to find out about the current legal regulations related to this issue below.

I. The reality of the changes in operational content of representative offices of foreign merchants.

In recent times, the changes in operational content of representative offices of foreign merchants has undergone a number of significant changes. Here are some of the key facts:

- The strengthening of information technology: With the development of information technology, foreign merchants' representative offices have shifted from the use of traditional tools. This enhances the ability to communicate with the parent company and other global partners.

- Diversity of activity: In addition to carrying out traditional activities such as advertising, marketing, and customer support, the Foreign Trade Representative Office has also expanded its activities to cover a wide range of areas such as market research, data analysis, product development, and supply chain management. This strengthens the role and value of the representative office in the business processes of the parent company.

- Strengthening partnerships: The representative office increasingly strengthens partnerships with local companies and government agencies. This helps create an enabling environment for promoting economic, investment and trade cooperation among nations.

- Focusing on protecting the rights and interests of the parent company: Foreign merchants' representative offices are increasingly focusing on safeguarding the parent company's interests in the business process. This includes participation in activities such as trade negotiations, intellectual property protection and trade dispute resolution.

- Change in business models: A number of foreign traders' representative offices have changed their business model from representing only one parent company to representing multiple companies at the same time. This helps to optimize resources and enhance the ability to provide services to different companies.

Overview: The changes in operational content of representative offices of foreign merchants are taking place in response to the development of the global economy and information technology. These changes strengthen the role and value of the representative office in the business process of the parent company and contribute to the development of the country.

II. Legal regulations on the changes in operational content of representative offices of foreign merchants

1. What are the changes in operational content of representative offices of foreign merchants?

The representative office of foreign merchants in Vietnam is a dependent entity of foreign merchants, established in accordance with the provisions of Vietnamese law to explore the market and carry out a number of commercial promotion activities permitted by Vietnamese legislation.

Changing the operational content of the activity of the foreign merchants' representative offices is the submission of dossiers to the competent authority to change the content on the establishment license of the representative offices of foreign merchants that has been issued so that the content is updated in accordance with the actual activity of the foreign company.

2. Which circumstances require an adjustment to the establishment license of the representative offices?

Pursuant to Article 15 of Decree 07/2016/ND-CP, the following cases require an adjustment to the establishment license of the representative offices:

Foreign merchants must adjust the establishment license of the representative offices in the following cases:

- Changing the name or headquarters address of the foreign merchant.

- Changes in the operational content of foreign merchants' activities are directly relevant to the contents of the branch's activities in Vietnam.

- Changing the heads of the Representative offices, Branches.

- Change the name of the Representative offices, Branches.

- Change the operational content of the Representative offices, Branches.

Thus, pursuant to Clause 5, Article 15, of Decree 07/2016/ND-CP, in the case of wanting to only change the operational content of the Representative offices, an adjustment to the establishment license of the representative offices is also needed.

You are reading information about changing the operational content of representative offices of foreign merchants that is currently of interest.

3. Dossier for adjusting licenses that create changes in the operational content of representative offices of foreign merchants

Pursuant to Article 16 of Decree 07/2016/ND-CP, the following regulations are made concerning the adjustment to the establishment license of the representative offices:

- Proposal to make adjustments to the establishment license of the representative offices, a branch establishment license following the form of the Ministry of Commerce and Industry, signed by the competent representative of the foreign trader;

- Documents proving the contents of the change, specifically:

- In case of modification of the license pursuant to Clause 1 of Article 15 of this Decree: Copy of the legal document issued by the competent authority proving the change of the name or headquarter address of the foreign merchant.

- In case of modification of the license pursuant to Clause 2 of Article 15 of this Decree: Copy of the legal document issued by the competent authority proving the change in the operational content of the foreign merchant.

- In case of modification of the license pursuant to Clause 3 of Article 15 of this Decree: the document of the foreign merchant designating or appointing the new head of the Representative office, Branch; a copy of the passport or certificate of citizenship or identity card of a citizen (if Vietnamese) or a copy of the passport (if foreigner) of the new head of the Representative office or Branch; a document proving that the former head of the Representative office, Branch, has fulfilled personal income tax obligations by the time of change.

- In case of modification of the license pursuant to Clause 6 and Clause 7 of Article 15 of this Decree: Copy of the memorandum or lease agreement or copy of document proving that the merchant has the right to exploit, use the site to place the headquarters of the Representative office, Branch; copy of the document on the expected location of the headquarters of the Representative office, Branch in accordance with the provisions of Article 28 of this Decree and the relevant legal regulations.

- Original version of the establishment license of the Representative office, Branch.

Documents proving the changed content pursuant to Clause 1, Clause 2, and Clause 3 (in case the text of foreign merchants designating or appointing the new head of the Representative office, Branch, is in a foreign language and a copy of the passport of the new head of the representative office, Branch who is a foreigner) Article 15 of This Decree must be translated into Vietnamese and notarized in accordance with the provisions of Vietnamese law. Documents proving the changed content pursuant to Clause 1 and Clause 2 of Article 15 of this Decree must be certified or consular legalized by the diplomatic representative agencies or overseas consular agencies of Vietnam in accordance with the provisions of Vietnamese law.

III. Answering a number of questions about changing the operational content of the foreign merchant representative's office

1. Which agency has the authority to change the operational content of the foreign trade representative's office?

Pursuant to Article 5 of Decree 07/2016/ND-CP, the authority to issue a license to establish a representative office is as follows:

- The Department of Industry and Trade of the provinces and cities under the Central Committee where the merchant is expected to establish the headquarters of the representative office outside the industrial, manufacturing, economic, and high-tech zones shall issue, reissue, adjust, extend, revoke the license for the establishment of representative offices, and terminate the activities of representative offices in the event that the establishment of representative offices is not stipulated in the specialized legal normative document.

- Managements of industrial, manufacturing, economic, and high-tech zones (hereinafter collectively referred to as the Management Board) shall issue, reissue, adjust, extend, revoke the license for the establishment of representative offices, and terminate the activities of representative offices that have their headquarters in industrial, manufacturing, economic, and high-tech zones in the event of the establishment of a representation office not stipulated in the text of the specialized legal normative document.

Thus, the Department of Industry and Trade of the provinces and cities under the Central Committee, where the merchant is expected to have its headquarters of representative offices outside the industrial, manufacturing, economic, and high-tech zones and managements of industrial, manufacturing, economic, and high-tech zones, has the authority to change the operational content of foreign merchants' representative offices.

2. Who has the authority to sign the dossier to change the operational content of the foreign merchant representative's office?

Pursuant to Article 16 of Decree 07/2016/ND-CP, regulate the dossier to adjust the establishment license of representative offices:

The 01 dossier includes:

- A proposal for the adjustment of the establishment license of the representative offices according to the form of the Ministry of Industry and Trade signed by the competent representative of the foreign merchant;

- Original version of the establishment license of the representative office.

Therefore, when executing the procedure to change the operational content of the Representative office of the foreign company, it is up to the competent personnel of the foreign company to sign this dossier to make the change. 

3. The state fee for changing the operational content of the foreign merchant representative's office

Pursuant to Article 4 of Circular No. 165/2016/TT-BTC on the Fees:

1. The fee for issuing a license to establish a representative office of foreign advertising enterprises in Vietnam is as follows:

a) New issuance: VND 3,000,000/license.

b) Reissue, amendment, and supplementation: 1,500,000 VND/license.

2. Fees in VND for issuing a license to establish a representative office of foreign advertising enterprises in Vietnam.

Accordingly, changes in the operational content of the representative office of foreign merchants will require them to pay the above-mentioned fee.

4. Does changing the operational content of the foreign merchants' representative office require a dossier to adjust the establishment license of the representative office?

Pursuant to Article 17 of Decree No. 07/2016/ND-CP, the procedure for adjusting the establishment license of the representative offices, the establishment license of the branches is as follows: In the duration of 60 business days from the date that the change happens pursuant to Article 15 of this Decree, foreign merchants shall execute the procedure to adjust the establishment license of the representative offices, the establishment license of the branches.

Thus, when changing the operational content of the representative office, foreign merchants require a dossier to adjust the establishment license of the representative office.

IV. Legal advice on changes to the operational content of the foreign merchants' representative office

Above are all the details that our NPLaw provides to assist you with changing the operational content of your foreign merchant's representative office. If you have any questions related to the above or other legal issues, please contact NPLaw for direct advice and guidance.