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THE GOVERNMENT
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No:
40/CP
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Hanoi,
May 19, 1994
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DECREE
ON
PROMULGATING THE REGULATION TO ESTABLISH REPRESENTATIVE OFFICE OF VIETNAMESE
ENTERPRISE IN FOREIGN COUNTRY
THE
GOVERNMENT
Pursuant to the Law on the
Organization of the Government dated 30th September, 1992;
To facilitate the Vietnamese enterprises to expand the economic and trading
activities with the customers abroad;
On the proposal of the Minister of Trade;
DECREES
Article 1
To promulgate, accompanying this
Decree, the regulation to establish representative office of Vietnamese
enterprise in foreign country.
Article 2
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Article 3
Minister of Trade and other
Ministers, Heads of organs at ministerial level, Heads of Departments under the
Government and Chairmen of the People's Committees of provinces, cities under
the Central Government shall be responsible for the implementation of this
Decree.
FOR THE GOVERNMENT
VICE PRIME MINISTER
Phan Van Khai
REGULATIONS
ON
THE OPENING OF REPRESENTATIVE OFFICES OF VIETNAMESE BUSINESSES IN FOREIGN
COUNTRIES
(Issued along with Decree No.40-CP on the 19th of May, 1994 of the
Government).
Chapter I
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Article 1 :
Vietnamese businesses of various
economic sectors, irrespective of their business line and management level, can
apply for permission to set up a representative office in a foreign country if
they fulfill the conditions set by these Regulations.
Article 2 :
The representative office of a
Vietnamese business in a foreign country (hereunder called Rep Office) is a
part of the business which, on behalf of the business, conducts economic and commercial
relations with foreign trading partners.
Article 3 :
Such a Rep Office does not
belong to the system of Representations of the Socialist Republic of Vietnam in
foreign countries, but is placed under the administrative State management of
Vietnam's Representation in the country which receives the Rep Office
(hereunder called host country).
Article 4 :
The Minister of Trade is
authorized to consider, grant, extend, revoke or cancel permits to open Rep
Offices in foreign countries, and organize the management and control of their
activities in accordance with these Regulations.
Chapter II
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Article 5 :
A business shall be granted a
permit to set up a Rep. Office if it meets the following conditions:
1. The business is established
and registers to operate in accordance with law;
2. The business needs to set up
a Rep Office to conduct economic and commercial relations with trading partners
in the host country;
3. The business has fund to ensure
the operation of a Rep Office.
Article 6 :
Those businesses, which meet the
conditions specified at Article 5 of these Regulations, but which deem it not
advisable to set up a Rep Office of their own, may agree among themselves to
propose the Ministry of Trade to set up a common Rep Office in a foreign
country.
The office, staff and personnel
of a Representation of the Socialist Republic of Vietnam in a foreign country
are not allowed to carry out the task of a Rep Office in whatever form.
Article 7 :
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If necessary, a Rep Office can
recruit or hire foreign personnel by mutual agreement in accordance with the
laws of Vietnam and the host country.
Article 8 :
The dossier of an application
for a permit to set up a Rep. Office in a foreign country to be sent to the
Ministry of Trade shall include:
1. An application by the
director of the business concerned specifying the aim, requirements and plan of
activities of the Rep Office, the time of its opening, and its location.
2. Copies of the business
license signed by the notary public and its registration certificate in
accordance with the law in force.
3. Documents showing that the
business is qualified according to stipulations at Point (2) and (3) under
Article 5 of these Regulations.
With regard to State-owned
businesses, aside from the above-mentioned documents, they must also submit a
note from the public office in charge of the business (the Ministry or the
People's Committee of the province or city concerned) stating its agreement to
let the business set up a Rep Office in the specified foreign country.
Article 9 :
Within 20 days from the day it
receives a regular dossier, the Ministry of Trade must answer in writing
whether or not it permits the business concerned to set up a Rep Office in the
specified foreign country.
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Within 6 months from the day
when the Ministry of Trade grants the permit, the business concerned must
complete the establishment of its Representative Office and report it to the
Ministry of Trade. Past this time limit, if the business has not yet
opened its representative office and does not receive an extension by the
Ministry of Trade (for another 6 months at most), then the Ministry of Trade
must revoke this permit.
Chapter III
OBLIGATIONS
AND RIGHTS OF A REPRESENTATIVE OFFICE AND BUSINESS CONCERNED
Article 11 :
A Rep Office has the following
obligations and rights:
1. It represents the business'
interests and serves as a link in economic and commercial relations with the
foreign trading partners concerned within the purview of the laws of Vietnam
and the host country.
2. It conducts marketing work,
initiates and carries out measures to promote and broaden the economic and
commercial relations between the business and its foreign trading
partners.
3. It negotiates and signs
commercial and service contracts with its foreign trading partners, if it is so
empowered by the director of the business concerned and if such undertaking
conforms to the laws of the host country.
4. It monitors and helps promote
the implementation of commercial and service contracts already signed.
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6. It makes periodical reports
(monthly, quarterly and yearly) or specific reports (upon request) on the
activities of a Rep Office, and suggests measures to solve outstanding or newly
arising problems to the director of the business and the Representation of the
Socialist Republic of Vietnam in the host country.
Article 12 :
The chief and personnel of the
Rep Office must abide by Vietnam's laws, and respect the laws and customs of
the host country and international laws and customs.
Article 13 :
The chief and personnel of the
Rep Office are placed under the administrative State management and the
guidance of the Representation of the Socialist Republic of Vietnam in the host
country in political and external relations. At the same time, they are placed
under the personnel management and professional guidance of the director of the
business at home.
Article 14 :
The director of the business
which has a Rep Office has the following obligations and rights:
1. Managing, guiding and talking
responsibility for all activities of the Rep Office.
2. Appointing, dismissing and
recalling the chief and personnel of the Rep Office.
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4. Making regular contacts with
the chief of the Representation of the socialist Republic of Vietnam in the
host country in managing, guiding and supervising the activities of the Rep
Office, its chief and personnel in accordance with the stipulations at Article
13 of these Regulations.
Article 15 :
The business concerned must
prepare the office space, working equipment and funding of the Rep Office on
the principle of utmost thrift and effectiveness.
With regard to State-owned
businesses, the provision on funding and the management of spending of the Rep
Office must conform to the current norms and regimes set out by the Ministry of
Finance.
Article 16 :
At specified times of the year
and upon request, the directors of the businesses concerned must make reports
to the Ministry of Trade on the activities and questions relating to the
activities of their Rep Office in foreign countries.
Chapter IV
CLOSING OF
REP OFFICES AND HANDLING OF VIOLATIONS
Article 17 :
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1. At the request of the
director of the business concerned and with the approval of the Ministry of
Trade.
2. The business concerned is
insolvent and dissolved.
3. It is banned from operation
by an authorized office for violating the laws of Vietnam or the host country.
In such cases, the Ministry of
Trade must issue a decision notifying the business concerned of the matter 15
days before the Rep Office is closed down.
Article 18 :
In case the chief and personnel
of the Rep Office infringe on the laws and the stipulations of these
Regulations, they shall be recalled, disciplined, made to pay compensations for
the material losses, or investigated for criminal responsibility depending on
the extent of their violations.
The director of the business
concerned shall decide how the chief and personnel of its Rep Office are to be
disciplined. The Minister of Trade shall decide how the Rep Office which
violates the Statute is to be disciplined, and at the same time, petition the
authorized State office concerned to discipline the business whose Rep Office
and personnel break the laws.
Chapter V
PROVISIONS
FOR IMPLEMENTATION
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Those businesses which set up
their Rep Offices before the issuance of these Regulations must prepare a new
dossier according to the guidance of the Ministry of Trade to apply for a new
permit. The time set for the application of a new permit is 60 days from the
day these Regulations take effect.
Past this time limit, if those
businesses which have Rep Offices in foreign countries do not apply for a new
permit, the operation of their Rep Offices shall be considered illegal and they
will be dealt with in accordance with the stipulations at Chapter VI of these
Regulations.
Article 20 :
The Regulations take effect from
the day they are issued.
All the provisions made earlier
which are contrary to these Regulations are annulled. The Ministry of Trade is
responsible for explaining, guiding and supervising the implementation of these
Regulations.
FOR THE PRIME MINISTER
DEPUTY PRIME MINISTER
Phan Van Khai