Understanding some current legal regulations on foreign publishing houses in vietnam 2023

Currently, the demand for reading books in the Vietnamese market is increasing rapidly, as is the demand for cooperation between domestic and foreign publishing houses. The establishment of representative offices will help foreign publishing houses to easily access and understand the market, serving the business cooperation of foreign publishing houses.

Ngoc Phu Law Company Limited would like to summarize and provide to our clients some legal regulations related to this issue as follows:

I. Current Status of Foreign Publishing Houses

International integration is an imperative for all fields, including the cultural field, especially when we are implementing a policy of extensive cooperation with all countries in the world. The publishing field is no exception, when in addition to its cultural and ideological role, the State also considers it an "economic-technical" industry.

However, at present, some representative offices of foreign publishing houses are operating in Vietnam but are not operating effectively. The provisions on international cooperation in the publishing field in the current Law still lack legal basis to handle practical situations, specifically: on restricting or limiting the number of shares held by foreign organizations and individuals when indirectly investing in buying shares of Vietnamese printing and publishing enterprises. On the other hand, in the process of negotiating bilateral and multilateral trade agreements recently, our partners have all required us to have deeper integration in publishing activities, as these countries often classify publishing activities into the service and trade distribution sectors.

II. Legal Regulations on Foreign Publishing Houses

Below are some legal regulations on representative offices of foreign publishing house:

1. Conditions for Establishing a Representative Office of a Foreign Publishing House

According to Article 8 of the 2012 Law on Publication, foreign publishing houses and foreign publication distribution organizations (including enterprises and organizations established abroad that operate in multiple industries and fields, including publishing and distributing publications) must be granted a license by the Ministry of Information and Communications before they can establish a representative office in Vietnam.

According to Clause 1 of Article 6 of Decree No. 195/2013/NĐ-CP (amended by Clause a of Point 9 of Article 1 of Decree No. 150/2018/NĐ-CP), the following conditions must be met:

- The publishing house or publication distribution organization is legally operating abroad;

- The person expected to be appointed as the head of the representative office must be permanently residing in Vietnam, have full civil capacity as prescribed by law, have a university degree or higher, and not be under criminal prosecution or serving a court sentence that has taken legal effect.

2. Scope of Activities of a Representative Office of a Foreign Publishing House

- Introducing, displaying, exhibiting, advertising, or other forms in accordance with Vietnamese law, publications of the publishing house itself or the publication distribution organization that the publishing house represents;

- Supporting trade promotion, cooperation, and exchange of copyright, publishing, printing, and distribution of publications for the publishing house or publication distribution organization that it represents. (According to Clause 2 of Article 6 of Decree No. 195/2013/ND-CP)

3. Dossier for Applying for a License to Establish a Representative Office of a Foreign Publishing House

The dossier for applying for a license to establish a representative office in Vietnam of a foreign publishing house is prescribed in sub-item 1 of Section I of Part II of the Administrative Procedures that have been amended and supplemented for the field of Publishing, Printing and Distribution under the management of the Ministry of Information and Communications issued together with Decision 2511/QĐ-BTTTT in 2022.

Accordingly, the dossier for applying for a license to establish a representative office in Vietnam of a foreign publishing house includes the following documents:

- Application for a license;

- Document of the competent authority of the foreign country confirming that the publishing house or publication distribution organization is operating legally in the country where its head office is located;

- Certified copy or copy and presentation of the original for comparison of a university degree or higher, a criminal record or a document proving permanent residence in Vietnam of the head of the representative office issued by a competent Vietnamese authority.

Here is a sample application form for a license to establish a representative office in Vietnam of a foreign publishing house:

4. Responsibilities of a Representative Office of a Foreign Publishing House

The representative office of a foreign publishing house in Vietnam must be responsible for the following:

- Operating in accordance with the content of the license to establish a representative office granted by the Ministry of Information and Communications.

- Not acting as a representative for other foreign publishing houses or publication distribution organizations.

- Not establishing, participating in the contribution of capital to establish enterprises, or performing work that directly generates profits in Vietnam.

- Terminating operations when the foreign publishing house or foreign publication distribution organization terminates its operations, dissolves, or goes bankrupt abroad.

- Publicly posting at the headquarters of the representative office about the termination of operations, and at the same time sending a notification of the termination of operations to the Ministry of Information and Communications, the Department and relevant agencies, organizations and individuals at least 15 days before the date of termination of operations.

- Complying with the provisions of the Law on Publication, Decree No. 195/2013/NĐ-CP, this Circular and other regulations of Vietnamese law on representative offices. 

(Based on Article 22 of Circular 01/2020/TT-BTTTT)

III. Answers to Some Questions about Foreign Publishing Houses

1. Which agency grants licenses to establish representative offices of foreign publishing houses in Vietnam?

The authority to grant licenses to establish representative offices of foreign publishing houses in Vietnam is prescribed in sub-item 1 of Section I of Part II of the Administrative Procedures that have been amended and supplemented for the field of Publishing, Printing and Distribution under the management of the Ministry of Information and Communications issued together with Decision 2511/QĐ-BTTTT in 2022 as follows:

Agency performing administrative procedures Granting licenses to establish representative offices in Vietnam of foreign publishing houses and foreign publication distribution organizations: Department of Publishing, Printing and Distribution.

Accordingly, the Department of Publishing, Printing and Distribution has the authority to grant licenses to establish representative offices in Vietnam of foreign publishing houses.

2. Can foreign publishing houses establish companies in Vietnam?

According to Clause 2 of Article 17 of the 2020 Enterprise Law, the following organizations and individuals are not entitled to establish and manage enterprises in Vietnam:

- State agencies and armed forces units using state assets to establish enterprises to do business for their own benefit; 

- Civil servants, public officials, and officials according to the provisions of the Law on Civil Servants, Public Officials and the Law on Officials; 

- Officers, non-commissioned officers, professional soldiers, workers, and national defense officials in agencies and units of the Vietnam People's Army; professional officers, non-commissioned officers, public security workers in agencies and units of the Vietnam People's Public Security, except for those who are authorized to manage the State's capital contribution at enterprises or manage state-owned enterprises; 

- Leaders and professional managers in state-owned enterprises as prescribed at point a of Clause 1 of Article 88 of this Law, except for those who are authorized to manage the State's capital contribution at other enterprises; 

- Minors; persons with restricted civil capacity; persons with lost civil capacity; persons with difficulty in cognition and self-control; organizations without legal status; 

- Persons who are being prosecuted for criminal liability, are detained, are serving a prison sentence, are serving administrative treatment measures at compulsory drug rehabilitation facilities, compulsory education facilities, or are prohibited by the Court from holding positions, practicing professions or doing certain jobs; other cases as prescribed by the Law on Bankruptcy and the Law on Prevention and Combating Corruption. In case the Business Registration Agency requests, the enterprise registration applicant must submit a criminal record to the Business Registration Agency; 

- Commercial legal entities that are prohibited from doing business, prohibited from operating in certain fields according to the provisions of the Criminal Code.

Thus, foreign publishing houses are not on the list of organizations and individuals who are not entitled to establish and manage enterprises in Vietnam. Therefore, foreign publishing houses are fully entitled to establish companies in Vietnam. The regulations on company establishment are prescribed in the WTO commitments, relevant free trade agreements, the 2020 Investment Law, and the 2020 Enterprise Law.

3. State fees for establishing a representative office of a foreign publishing house in Vietnam

Foreign traders who are granted a license to establish a representative office in Vietnam must pay fees in accordance with Circular 143/2016/TT-BTC.

The fee for granting a license to establish a representative office of a foreign trader in Vietnam is as follows:

- New grant: VND 3,000,000/license;

- Re-issuance, amendment, supplementation, extension: VND 1,500,000/license.

IV. Legal consulting services on foreign publishing houses

NGOC PHU LAW COMPANY LIMITED is a company with extensive experience in consulting and implementing procedures for establishing representative offices of foreign publishing houses. The process and work to be done include:

- Receiving information related to the need to establish a representative office of a foreign publishing house;

- Guiding foreign publishing houses in preparing documents and completing the establishment of a representative office;

- Drafting, representing, supporting clients in submitting, amending dossiers, and working with competent state agencies;

- Receiving the results of the implementation of related procedures and handing over the results to the Client.

The above is the information to answer questions about legal issues related to foreign publishing houses that NPLAW sends to its readers. If you have any questions or need further clarification, please contact NPLAW at the following contact information: