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THE
GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No:
82-CP
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Hanoi,
August 02, 1994
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DECREE
PROMULGATING
THE STATUTE ON THE ESTABLISHMENT AND ACTIVITIES OF THE REPRESENTATIVE OFFICES
OF FOREIGN ECONOMIC ORGANIZATIONS IN VIETNAM
THE GOVERNMENT
Pursuant to the Law on
Organization of the Government on the 30th of September, 1992;
With a view to readjusting State management over the representative offices of
foreign economic organizations in Vietnam;
At the proposal of the Minister of Trade;
DECREES:
Article 1.- To issue
along with this Decree the Statute on the Establishment and Activities of the
Representative Offices of Foreign Economic Organizations in Vietnam.
Article 2.- This Decree
replaces Decree No. 382-HDBT on the 5th of November, 1990 of the
Council of Ministers and takes effect on the date of its signing. The earlier
regulations contrary to this Decree are now annulled.
Article 3.- The
ministers, the heads of ministerial-level agencies, the heads of the agencies
attached to the Government, the presidents of the People's Committees of
provinces and cities directly under the Central Government have the
responsibility to implement this Decree.
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ON
BEHALF THE GOVERNMENT
FOR THE PRIME MINISTER
DEPUTY PRIME MINISTER
Phan Van Khai
STATUTE
ON
THE ESTABLISHMENT AND ACTIVITIES OF THE REPRESENTATIVE OFFICES OF FOREIGN ECONOMIC
ORGANIZATIONS IN VIETNAM
(Issued
along with Decree No. 82-CP on the 2nd of August, 1994)
Chapter I
GENERAL RPOVISIONS
Article 1.- The foreign
economic organizations which meet the conditions defined in this Statute shall
be considered for issuance of a permit to establish a representative office in
Vietnam with a view to establishing economic and trade relations with
Vietnamese businesses.
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1. It is set up in conformity
with the law of its country.
2. It has operated for no less
than five years.
3. It comes up with an
investment or trade project which Vietnam is interested in and which is
feasible aimed at promoting Vietnam's economic and trade development.
Those foreign economic
corporations, which apply for setting up representative offices in Vietnam
aimed at carrying out investment projects capitalized at ten million USD and
more or at carrying out contracts for importing goods produced or processed in
Vietnam, shall enjoy the easing of condition set at Point 2 of this Article and
priority in consideration for the issuance of permits.
Article 3.- Scope of activities
of the representative office of foreign economic organizations in Vietnam:
- Promoting the building of
projects and programs on economic, scientific and technical cooperation which
Vietnam is interested in;
- Monitoring and supervising the
execution of the economic, trade, scientific and technical contracts signed
with Vietnamese businesses in conformity with Vietnamese law;
- It is not allowed to conduct
direct business and collect money in Vietnam in any form. The Head of the
Representative Office and the staff of the Office are not allowed to sign
economic or trade contracts with any Vietnamese businesses unless they have the
lawful mandatory letter from the owner of the Company or the Executive Director
of the foreign economic organization.
Article 4.- The Ministry
of Trade has the responsibility to consider for the issuance, extension, with
drawal or cancellation of permits to the foreign economic organizations
applying for setting up their representative offices in Vietnam.
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PROCEDURES FOR THE ISSUANCE, EXTENSION, SUPPLEMENT AND
WITHDRAWAL OF THE OPERATING PERMIT OF THE REPRESENTATIVE OFFICE OF A FOREIGN
ECONOMIC ORGANIZATION IN VIETNAM
Article 5.- A foreign
economic organization which applies to set up its representative office in Vietnam
has to send to the Ministry of Trade (according to the unified form supplied by
the Ministry of Trade). The application must be done in two copies, one in
Vietnamese and the other in a foreign language of common use.
In addition to the application, the
soliciting foreign economic organization must produce the following:
1. The statute or another
necessary document testifying to its lawful establishment and operation.
2. A certificate of the Bank or
an authorized legal office of the foreign side concerning the prescribed
capital of the foreign economic organization.
Article 6.- Within no
more than 30 (thirty) days after receiving the full valid file, the Ministry of
Trade shall have to make known its answer (to issue or not to issue the permit)
to the soliciting foreign economic organization.
Article 7.- The permit
must clearly specify the purpose and scope of operation of the Representative
Office as defined in Article 3 of this Statute.
A permit is valid for 3 (three)
years from the date of issuance and may be extended by three years each time at
the request of the foreign economic organization.
Article 8.- Within 90
(ninety) days after the issuance of the permit and within 15 (fifteen) days
after extension of the permit the foreign economic organization must complete
the procedures of registration for operation at the People's Committee in the
province or city where its Representative Office is located.
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Article 9.- When the need
arises for a foreign economic organization to change its name, its main office
or branch offices of its Representative Office from one province to another, or
to ask for supplement to its scope of operation or to extend the permit for its
Representative Office in Vietnam, it has to ask permission from the Ministry of
Trade and may effect its required changes only after having received a document
of acceptance.
Within 15 (fifteen) days after
receiving the request, the Ministry of Trade shall have to make a written
answer to the foreign economic organization about whether or not the Ministry
accepts the changes, extension or supplement asked for.
During the time of its operation
in Vietnam, whenever the foreign economic organization wants to replace the Head
of its Representative Office and/or the staff of the Office, it must report to
the People's Committee in the province or city where the representative office
is located, and such a replacement can be effected only after it has received a
document of acceptance. The time limit for the People's Committee to give a
written answer is 15 (fifteen) days after receiving the request of the foreign
economic organization.
Article 10.- The
operation of the Representative Office of a foreign economic organization shall
be terminated in the following cases:
1. End of the term stipulated in
the permit;
2. At the request of the foreign
economic organization;
3. By decision of the Ministry of
Trade to withdraw the permit in case the Representative Office violates the
provisions of this Statute.
In the above cases, the Ministry
of Trade shall send a written notice to the foreign economic organization and
the People's Committee in the province or city where the Representative Office
is located 30 (thirty) days before the office terminates its operations.
Article 11.- Within no
more than 60 (sixty) days after the Ministry of Trade notifies it to terminate
its operation, the Representative Office of the foreign economic organization
in Vietnam must return the office, dwelling house and working means it has
rented and paid all its debts (if any) to the concerned Vietnamese
organizations and individuals.
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POWERS AND RESPONSIBILITIES OF THE REPRESENTATIVE
OFFICE OF A FOREIGN ECONOMIC ORGANIZATION IN VIETNAM
Article 12.- When it is
granted the permit to set up a representative office or is allowed to extend or
supplement the permit, the foreign economic organization has to pay a fee set
by the Ministry of Finance.
Article 13.- The
Representative Office of a foreign economic organization in Vietnam is allowed
to operate only according to the purpose, scope and time limit defined in the
permit and the license.
Article 14.- The
Representative Office of a foreign economic organization in Vietnam is allowed
to rent an office, dwelling houses and means in service of its activities and
life. It is a allowed to hire Vietnamese citizens to work at the office and
must create favorable conditions for these persons to fully accomplish their
duties as defined by Vietnamese law on payment of income tax and to purchase
the obligatory insurances in Vietnam.
Article 15.- The
Representative Office of a foreign economic organization in Vietnam is allowed
to pen a spending account (in foreign currencies or in Vietnam Dong originating
from incomes in foreign currencies) at the Bank which is set up and operates
according to Vietnamese law in order to cover the spending necessary for the
operation of the Office.
Article 16.- The
Representative Office of a foreign economic organization in Vietnam is allowed
to import into Vietnam the materials and utensils necessary for the work and
life of the Office and it has to pay tax according to the Law on import and
export in force in Vietnam.
Article 17.- The
Representative Office of a foreign economic organization must report regularly
in writing its activities to the Ministry of Trade and the People's Committee
in the province or city where it is located. When necessary and at the request
of the above offices, it has the responsibility to report on, supply documents
or explain about questions related to its operations.
Article 18.- The
Representative Office of a foreign economic organization in Vietnam does not
enjoy the Status on the privileges and immunity reserved for foreign diplomatic
representations or consulated and representative offices of international
organizations based in Vietnam. During its operating period in Vietnam, the
Representative Office has the obligation to abide by Vietnamese law and has its
legitimate rights and interests protected by the Vietnamese State in conformity
with law.
Chapter IV
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Article 19.- Any foreign
organization operating in Vietnam like a representative office (i.e. with a
liaison office and the working staff...) without a permit from the Ministry of
Trade to set up a representative office, shall be forced to wind up its
activities and shall be fined 50,000 USD. In serious cases it may be prosecuted
according to Vietnamese law.
Article 20.- Any
representative office of a foreign economic organization in Vietnam, which
violates the regulations listed below, shall receive the following penalties:
1. If it has already got a
permit of the Ministry of Trade to set up or extend the permit but fails to
register as stipulated at Article 8 of this Statute, it shall be served a
warning and fined 2,000 USD. At the same time it has to fill all the procedures
for registration as prescribed. A repeat of the violation shall be subjected to
double the fine of the first time.
2. If it continues to operate
after the termination of the validity of the permit, it shall be forced to
terminate its operation and be fined 20,000 USD. In serious cases it may be
prosecuted according to Vietnamese law.
3. If it unilaterally changes
its name, main office or branch offices before the relevant request is accepted
by the Ministry of Trade, it shall be served a warning and fined 2,000 USD. At
the same time, it must stop using the new name, main office and branch offices
until they are accepted by the Ministry of Trade. A repeat of the violation
shall be subjected to double the fine of the first time.
4. If it replaces the Head of
the Representative Office and/or the office staff before the request is
accepted by the People's Committee in the province or city where the Office is
located, it shall be served a warning and fined 2,000 USD, The newly appointed
Head of the Representative Office and the new staff are not allowed to engage in
official activities. A repeat of the violation shall be subjected to double the
fine of the first time.
5. If it rents a house and/or
recruit staff members in contravention of prescriptions by Vietnamese law, it
shall be served a warning and fined 5,000 USD. A repart of the violation shall
be subjected to double the fine of the first time.
6. If it opens and uses an
account contrarily to the prescriptions at Article 15 of this Statute, it shall
be served a warning and fined 5,000 USD. A repeat of the violation shall be
subjected to double the fine of the first time.
7. If the Head of the
Representative Office or a staff member signs a contract not within his or
their competence, they shall be served a warning and fined 5,000 USD. A repeat
of the violation shall be subjected to double this fine. These contracts shall
carry not legal value for execution.
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9. If it does not obey or
obstruct the control by the authorized State organs stipulated at Article 21 of
this Statute, it shall be served a warning and fined 5,000 USD. A repeat of the
violation shall be subjected to double the fine of the first time.
Chapter V
IMPLEMENTATION PROVISIONS
Article 21.-
1. The Ministry of Trade takes
the responsibility for exercising unified State administrative management over
all activities of the Representative Office of the foreign economic
organization in Vietnam. The Ministry also acts as co-ordinator between the Representative
Office and the various ministries, services and localities concerned, carry out
periodical or sudden inspection (when necessary) of any aspect of the operation
of the Representative Office at the proposal of the concerned ministries and
services and/or the People's Committee in the province or city where the
Representative Office is located, issue decisions on the handling of violations
involving up to the suspension or close-down of operation and fines from 10,000
USD upward as prescribed at Article 19 and Article 20 of this Statute.
2. The ministries and services
with State management responsibilities along the area or service line have the
responsibility to propose, take part in, or conduct jointly with the Ministry
of Trade and/or the People's Committee in the province or city where the
Representative Office is located, periodical or sudden inspection of the
operations of the Office in the area or specialty under its charge, and to
suggest to the Ministry of Trade or the People's Committee of the province or
city how to handle the violations which come under its jurisdiction as
prescribed in Point 1 and Point 3 of this Article.
3. The People's Committee in the
province or city where the Representative Office is located takes the
responsibility for inspecting and supervising the operations of the
Representative Office in their locality. It has the authority to impose
penalties below the level authorized for the Ministry of Trade.
Article 22.- This Statute
shall not apply to the non-economic Representative Offices of foreign countries
set up in Vietnam under international conventions which Vietnam has signed or
acceded to. If shall also not apply to the branches or agents of the foreign
economic organizations set up and managed according to a separate statute by
permission of the Prime Minister.
Article 23.- This Statute
takes effect on the date of its signing and replaces the Statute issued along
with Decree No. 382-HDBT on the 5th of November 1990 of the Council of
Ministers. All the previous regulations of the Government, the ministries,
services and local People's Committees contrary to this Statute are now
annulled.
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