Thông tư liên tịch 31/1999/TTLT-BTM-TCDL

JOINT CIRCULAR

GUIDING THE IMPLEMENTATION OF THE GOVERNMENT’S DECREE NO. 48/1999/ND-CP PRESCRIBING DOMESTIC AND OVERSEAS REPRESENTATIVE OFFICES AND BRANCHES OF VIETNAMESE TRADERS AND TOURIST ENTERPRISES

Pursuant to the Government’s Decree No. 48/1999/ND-CP of July 8, 1999 prescribing domestic and overseas representative offices and branches of Vietnamese traders and tourist enterprises, hereinafter referred to as Decree No. 48/1999/ND-CP for short, the Ministry of Trade and the General Department of Tourism hereby jointly provide the following detailed guidance on a number of points so as to ensure its uniform enforcement:

I. SUBJECTS ELIGIBLE TO ESTABLISH DOMESTIC AND OVERSEAS REPRESENTATIVE OFFICES AND BRANCHES:

All traders, that are enterprises of all economic sectors established in accordance with the provisions of law and wish to, shall be entitled to establish domestic and overseas representative offices and branches in accordance with the stipulations in Decree No. 48/1999/ND-CP More concretely, they include:

1. State enterprises;

2. Limited liability companies;

3. Joint stock companies;

4. Partnership companies;

5. Private enterprises;

6. Foreign-invested enterprises;

7. Cooperatives.

For tourist enterprises, only those engaged in international tour business shall be entitled to establish overseas representative offices and branches.

II. REGISTRATION OF THE ESTABLISHMENT OF DOMESTIC REPRESENTATIVE OFFICES AND BRANCHES

1. Agencies responsible for registering the establishment of domestic representative offices and branches

a/ The Trade Services of the provinces and centrally-run cities where representative offices and branches are located shall be responsible for registering the establishment of domestic representative offices and branches, excluding those of tourist enterprises.

The Trade Services of the provinces and centrally-run cities where representative offices and branches are located shall be responsible for registering the establishment of representative offices and branches of trade and tourist enterprises. Before effecting the registration, the Trade Services shall notify in writing the provincial/municipal Tourist Departments thereof, and if within five working days after sending the notice the Trade Services receive no written opinions from the latter, they shall proceed with the registration of the establishment of the enterprises’ representative offices and branches then send copies of the certificates of registration of the establishment of such representative offices and branches to the provincial/municipal Tourist Departments.

b/ The Tourist Departments of the provinces and centrally-run cities where representative offices and branches are located shall be responsible for registering the establishment of tourist enterprises’ domestic representative offices and branches.

c/ The Trade Services and Tourist Departments of the provinces and centrally-run cities shall have to perform their tasks prescribed in Clause a, Clause b, Section 1, Part II of this Circular.

2. Dossiers of registration of the establishment of domestic representative offices and branches

A dossier of registration of the establishment of a domestic representative office or branch includes:

a/ An application for registering the establishment of a domestic representative office or branch.

b/ A notarized copy of the business registration certificate.

Besides the two above-mentioned types of paper, the agency responsible for registration shall not be allowed to ask for any other documents.

3. Time for filling in the procedures for registering the establishment of domestic representative offices and branches

a/ Within 15 days from the date of receipt of the complete and proper dossiers, the agency responsible for registration shall have to give traders the certificates of registration of the establishment of domestic representative offices and/or branches and send their copies to the tax agencies of the localities where the representative offices and/or branches are located.

b/ In cases where a dossier of registration of the establishment of the representative office or branch is incomplete or improper, the agency responsible for registration should notify in writing the trader thereof within three working days after the date of receipt of the dossier so that the trader can supplement and complete the dossier as prescribed.

III. REGISTRATION OF THE ESTABLISHMENT OF OVERSEAS REPRESENTATIVE OFFICES AND BRANCHES

1. Agencies responsible for registering the establishment of overseas representative offices and branches

a/ The Trade Services of the provinces and centrally-run cities where traders have their main offices shall be responsible for registering the establishment of overseas representative offices and/or branches, excluding those of tourist enterprises.

The Trade Services of the provinces and centrally-run cities where traders have their main offices shall be responsible for registering the establishment of overseas representative offices and/or branches of trade and tourist enterprises engaged in international tour business. Before effecting the registration, the Trade Services shall send a written notice to the provincial/municipal Tourist Departments, and if within five working days after sending the notice the Trade Services receive no written opinions from the latter, they shall report such to the General Department of Tourism. Within seven working days after the date of sending the report, if the provincial/municipal Trade Services still receive no written opinions from the General Department of Tourism, the Trade Services shall proceed with the registration of the establishment of the enterprises’ representative offices and branches then send copies of the certificates of registration of the establishment of such representative offices and branches to the provincial/municipal Tourist Departments.

b/ The Tourist Departments of the provinces and centrally-run cities where enterprises have their main offices shall be responsible for registering the establishment of overseas representative offices and branches of tourist enterprises engaged in international tour business. Before effecting the registration, the Tourist Departments shall send a written request for opinions from the General Department of Tourism and within seven working days after the date of sending the written request if the Tourist Departments receive no written opinions from the latter it shall register the establishment of the enterprises’ representative offices and branches.

c/ The Trade Services and Tourist Departments of the provinces and centrally-run cities shall have to perform their tasks prescribed in Clause a, Clause b, Section 1, Part III of this Circular.

2. Dossiers of registration of the establishment of overseas representative offices and branches

A dossier of registration of the establishment of an overseas representative office or branch includes:

a/ An application for registration of the establishment of an overseas representative office or branch.

b/ A notarized copy of the business registration certificate. Particularly for enterprises engaged in international tour business, a notarized copy of the international tour business license is also required.

c/ A written approval of the managing ministry, central branch-managing agency or the People’s Committee of the province or centrally-run city (for State enterprises).

Besides the above-mentioned types of paper, the agency responsible for registration shall not be allowed to ask for any other documents.

3. Time for filling in the procedures for registering the establishment of overseas representative offices and branches

a/ Within 15 days from the date of receipt of the complete and proper dossiers, the agency responsible for registration shall have to give traders the certificates of registration of the establishment of overseas representative offices and branches and send their copies to the tax agencies of the localities where the traders have their main offices.

b/ In cases where a dossier of registration of the establishment of the representative office or branch is incomplete or improper, the agency responsible for registration should notify in writing the trader thereof within three working days after the date of receipt of the dossier so that the trader can supplement and complete the dossier as prescribed.

IV. ACTIVITIES OF REPRESENTATIVE OFFICES, BRANCHES AND THEIR STAFF

1. Activities of representative offices and branches

a/ Activities of representative offices and branches must comply with the traders’ activities.

b/ Representative offices and branches shall only be allowed to carry out their registered activities.

2. Staff of representative offices and branches

a/ Directors of enterprises shall be entitled to decide the number of people working at the representative offices and branches and be answerable before law for their decisions.

b/ Enterprises having overseas representative offices and/or branches shall be entitled to hire foreigners or overseas Vietnamese to work at their representative offices and/or branches, including heads of the representative offices or branches, in accordance with the provisions of the laws of Vietnam and the host country.

Particularly for tourist enterprises’ representative offices and branches, their heads must be staff members of the enterprises and bear the Vietnamese nationality.

V. STATE MANAGEMENT OVER ACTIVITIES OF REPRESENTATIVE OFFICES AND BRANCHES

1. Periodically before July 1st and before December 31st, every year the provincial/municipal Trade Services (or Trade and Tourist Services) shall have to report to the Ministry of Trade on the number of traders’ representative offices and branches and the situation of their activities. The provincial/municipal Tourist Departments (or Trade and Tourist Services) shall have to report to the General Department of Tourism on the number of tourist enterprises’ representative offices and branches and the situation of their activities.

2. The Ministry of Trade and the General Department of Tourism shall organize the inspection of the law observance by the agencies responsible for registering the establishment of representative offices and branches and by traders having representative offices and branches according to the provisions of law.

VI. ORGANIZATION OF IMPLEMENTATION

1. This Circular takes effect 15 days after its signing and replaces Circular No. 10-TM-PC of August 4, 1994 of the Ministry of Trade guiding the implementation of the Regulation on the establishment of overseas representative offices of Vietnamese enterprises.

2. Traders who have established their domestic and/or overseas representative offices and/or branches before the effective date of this Circular shall not have to refill in the procedures for registering their establishment but have to send a written notice on their own names and addresses as well as the names and addresses of their representative offices and/or branches, which is enclosed with copies of the documents permitting the establishment of such representative offices and/or branches to the agencies responsible for registering the establishment of representative offices and branches.