Setting up a representative office

Characteristics of representative office

Under the provisions of Clause 2, Article 45 of the Law on Enterprises 2014, a representative office is a dependent unit of an enterprise, and has the duty of authorized representation for the interests of the enterprise and to protect those interests.

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New: Guidance on procedures for setting up a representative office 2021
Procedures for setting up a representative office are procedures aimed at expanding operations for businesses. Representative offices operate according to the business sector and are subject to the regulation of that enterprise.
According to the provisions of Clause 2, Article 45 of the Law on Enterprises 2014, a representative office is a dependent unit of an enterprise, and has the duty of authorized representation for the interests of the enterprise and to protect those interests.

Representative offices have the following main features:

– Having the main function of being an authorized representative for businesses, performing tasks of support, communication, access to partners … in the right fields according to the Business Registration Certificate granted to the business. .
– The name of the representative office must be written in letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols. Besides, the full name of the representative office must bear the name of the business with the phrase “Representative office”.
– The representative office can use the seal like a business (Clause 12, Article 8 of Decree 99/2016 / ND-CP).
– Enterprises can establish representative offices in the country and abroad. Enterprises can set up a representative office in a locality according to administrative boundaries.

Profile set up representative office

Composition profile
According to Decision 1523 / QD-BKHDT, representative office establishment documents include:
1. Notice of representative office operation registration using the form in Appendix II-11 of Decree 122/2020 / ND-CP.
2. Decision and valid copy of meeting minutes on the appointment of the head of the representative office corresponding to the type of enterprise:
– Decision of the company owner for a one-member limited liability company.
– Decision and a valid copy of the meeting minutes of the Members’ Council, for the company. Limited to two or more members regarding the change of legal representative.
– Decision and a valid copy of the minutes of the General Meeting of Shareholders for a joint stock company on the change of legal representative in case the change of legal representative changes the contents Company rules.
– Decision and valid copy of the meeting minutes of the Board of Directors for a joint-stock company in case the change of the legal representative does not change the contents of the company’s charter other than their content. name and signature of the company’s legal representative specified in Article 25 of the Law on Enterprises.
4. A valid copy of one of the personal identification papers of the head of the representative office:
For Vietnamese citizens: A valid citizen’s identity card or Vietnamese ID card or passport.
– For foreigners: Foreign passports or valid papers replacing foreign passports are valid.
5. For enterprises operating under investment licenses, investment certificates or other papers of equivalent legal validity that have not yet implemented the addition or update of enterprise registration information for registration. Enterprise registration replaces the business registration contents in the investment license, in addition to the above papers, the enterprise must enclose:
– Valid copy of Investment Certificate;
– A valid copy of the Tax Registration Certificate;
– Written request for supplementation and update of operation registration information for representative offices of enterprises operating under investment licenses or investment certificates.
Note: If the owner is not the owner or the legal representative of the enterprise directly submits the application, the authorized person must submit a letter of authorization together with a valid copy of one of the personal identification papers. multiply:
For Vietnamese citizens: A valid citizen’s identity card or Vietnamese ID card or passport.
– For foreigners: Foreign passports or valid papers replacing foreign passports are valid.
* Number of documents: 01 set

Procedures for setting up a representative office

Step 1: Submit the application
There are two ways to submit an application, specifically:
Option 1: Apply directly at the OSS department of the Business Registration Office of the Department of Planning and Investment where the representative office is located.
Option 2: Register online at the National Business Registration Portal with a public digital signature or use a business registration account (for Hanoi City and Ho Chi Minh City, you must register via network).
Step 2: Receiving and handling dossiers
Step 3: Get results
* Time limit for processing: 03 (three) working days from the date of receipt of the application.
* Processing fee: 50,000 VND / time (according to Circular 47/2019 / TT-BTC).
Thus, the procedure for setting up a representative office is similar to establishing a new enterprise. However, the legal status of a representative office is much limited compared to that of an enterprise.
If you have any problems when doing the procedure for setting up a representative office or other corporate legal issues, please contact hotline / zalo: 0763387788 for the fastest support.

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