Thông tư 06/2012/TT-BCT

CIRCULAR

DETAILING THE ORDERS AND PROCEDURES FOR LICENSING THE ESTABLISHMENT AND OPERATION OF REPRESENTATIVE OFFICES OF FOREIGN TRADE PROMOTION ORGANIZATIONS IN VIETNAM

Pursuant to the Government's Decree No. 189/2007/ND-CP of December 27, 2007 on defining the functions, tasks, powers and organizational structure of the Ministry of Industry and Trade that has been amended and supplemented under the Government's Decree No. 44/2011/ND-CP of June 14, 2011.

Pursuant to the Government's Decree No. 100/2011/ND-CP of October 28, 2011 on the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam.

The Minister of Industry and Trade details the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam as follows:

Chapter 1

GENERAL PROVISION

Article 1. Scope of regulation and subjects of application

1. This Circular details the issue, re-issue, amendment, supplement, extension and withdrawal of the license for establishing Representative offices in Vietnam of foreign trade promotion organizations (hereinafter referred to as representative offices).

2. Foreign trade promotion organizations and other foreign organizations are the subjects prescribed in Article 2 of the Decree No. 100/2011/ND-CP (hereinafter referred to as foreign trade promotion organizations).

Article 2. The organization of representative offices

Foreign trade promotion organizations shall determine the organizational structure, the head of the representative offices in Vietnam themselves and specify these contents in the draft Charter or Regulation of the representative offices in Vietnam in the application for the establishment license of representative offices.

Article 3. Announcing the representative office operation

1. Representative offices are responsible to announce their operation as prescribed in Article 8 of the Decree No. 100/2011/ND-CP.

2. The written announcement shall be made under the form XTTMNN-1 in the Annex promulgated together with this Circular.

Article 4. Reports on the operation

1. For the reports prescribed in Clause 1 Article 10 of the Decree No. 100/2011/ND-CP representative offices are responsible to send written reports on their operation in the previous year to the Ministry of Industry and Trade under the form XTTMNN-2 in the Annex promulgated together with this Circular.

2. For the reports prescribed in Clause 3 Article 10 of the Decree No. 100/2011/ND-CP within 10 working days as from being requested, the representative offices are responsible to send written reports, provide documents or explanation under the requests from competent agencies.

Chapter 2

THE ORDER, PROCEDURES FOR THE ISSUE, RE-ISSUE, AMENDMENT, SUPPLEMENT, EXTENSION AND WITHDRAWAL OF THE ESTABLISHMENT LICENSE OF THE REPRESENTATIVE OFFICES

Article 5. Issuing establishment license of representative offices

1. Foreign trade promotion organizations shall send 1 application for the establishment license of the representative office to the license-issuing agency as prescribed in the Decree No. 100/2011/ND-CP (submit directly at the Head Office of Vietnam Trade Promotion Agency or via postal services). The application for the establishment license of the representative office shall be made as prescribed in Article 15 of the Decree No. 100/2011/ND-CP under the form XTTMNN-4 in the Annex promulgated together with this Circular.

2. The reception of dossiers:

a) For direct submission, the person that submits the dossier must present the Letter of attorney from the foreign trade promotion organization.

When receiving the dossier, the license-issuing agency is responsible to issue the receipts. The receipt shall be made into 2 copies under the form XTTMNN-5 in the Annex promulgated together with this Circular. One copy shall be sent to the foreign trade promotion organization, on copy shall be archived at the license-issuing agencies;

b) When dossiers being sent via postal services, license-issuing agencies shall receive them without issuing receipts;

c) The dossier reception date is the date written on the date stamp for dossiers sent via postal services, or the date written on the receipt for dossiers directly submitted.

3. Within 20 working days as from fully receiving the valid dossier, license-issuing agencies shall consider issuing or not issuing the establishment license of the representative office to the foreign trade promotion organization. If the issue is denied, the license-issuing agency must response in writing and specify the reasons. The license shall be made under the form XTTMNN-6 in the Annex promulgated together with this Circular.

4. The application for the establishment license of the representative office is considered complete and valid if the license-issuing agency does not give opinions (in writing) on the dossier within 3 working days as from receiving the dossier (including first-submission dossiers and amended, supplemented dossiers).

If the dossier is not complete and valid, the foreign trade promotion organization must supplement, complete and send it again.

Article 6. Amending and supplementing the establishment license of the representative office

1. In case of amending, supplementing the establishment license of the representative office, within 10 working days as from the day of changing prescribed in Clause 1 Article 17 of the Decree No. 100/2011/ND-CP the foreign trade promotion organization must send 1 dossier on amending and supplementing the establishment license of the representative office to the license-issuing agency (directly or via postal services)

2. The dossier on amending and supplementing the establishment license of the representative office shall be made as prescribed in Clause 2 Article 17 of the Decree No. 100/2011/ND-CP under the form XTTMNN-7 in the Annex promulgated together with this Circular.

3. The order and procedures for amending and supplementing the license shall be implemented as prescribed in Clause 2, Clause 3, Clause 4 Article 5 of this Circular. The time limit for settlement is prescribed in Clause 3 Article 17 of the Decree No. 100/2011/ND-CP

Article 7. Re-issuing the establishment license of the representative office

1. When re-issuing the establishment license of the representative office, within 15 working days as from the day of changing prescribed in Article 18 of the Decree No. 100/2011/ND-CP the foreign trade promotion organization must send 1 dossier on supplementing and amending the establishment license of the representative office to the license-issuing agency (directly or via postal services)

2. The application for the re-issue of the establishment license of the representative office shall be made as prescribed in Article 19 of the Decree No. 100/2011/ND-CP under the form XTTMNN-8 in the Annex promulgated together with this Circular.

3. In case of re-issuing the establishment license of the representative office prescribed in Clause 2 Article 25 of the Decree No. 100/2011/ND-CP the foreign trade promotion organization must send 1 application under the form XTTMNN-8 in the Annex promulgated together with this Circular and enclose the following documents:

a) The original of the issued establishment license of the representative office of the foreign trade promotion organization;

b) 1 copy of the Establishment registration or equivalent papers from the foreign trade promotion organization;

c) 1 copy of the Charter or Regulation of the foreign trade promotion organization;

d) 1 copy of the Charter or Regulation of the representative offices in Vietnam;

dd) 1 résumé of the head of the representative offices in Vietnam;

e) The documents prescribed in Point a, b, c, d, dd must be translated into Vietnamese and consularly legalized as prescribed by law.

4. The order and procedures to re-issue the license are implemented as prescribed in Clause 2, Clause 3, Clause 4 Article 5 of this Circular. The time limit is 10 working days as from fully receiving the valid dossier.

Article 8. Extending the establishment license of the representative office

1. When applying for the extension of the establishment license of the representative office prescribed in Article 20 of the Decree No. 100/2011/ND-CP the foreign trade promotion organization must send one application for the extension to the license-issuing agency (directly or via postal services).

2. The application for the extension of the establishment license of the representative office shall be made as prescribed in Clause 2 Article 20 of the Decree No. 100/2011/ND-CP under the form XTTMNN-9 in the Annex promulgated together with this Circular.

3. The order and time limit for receiving and handling the application for the extension of the establishment license of the representative office of the trade promotion organization shall be implemented as prescribed in Clause 2, Clause 3, Clause 4 Article 5 of this Circular.

Article 9. Terminating the representative office operation

1. When terminating the operation of the representative office as prescribed in Point a Clause 1 Article 12 of the Decree No. 100/2011/ND-CP the foreign trade promotion organization must send 1 dossier on terminating the operation to the license-issuing agency (directly or via postal services).

2. The dossier on terminating the operation includes:

a) 1 Proposal to terminate the representative office operation under the for XTTMN-3 in the Annex promulgated together with this Circular;

b) The documents and papers proving the obligation fulfillment as prescribed in Clause 2 Article 12 of the Decree No. 100/2011/ND-CP.

3. Within 30 days as from fully receiving the valid dossier, the license-issuing agency shall consider and accept the termination of the representative office operation if no notification, complaint or lawsuit is lodged by relevant agencies, organizations and individuals.

4. Other cases of terminating the representative office operation, foreign trade promotion organizations and representative offices must comply with the Decree No. 100/2011/ND-CP and other relevant Vietnam’s law provision.

Article 10. Withdrawing the establishment license of the representative office

1. The cases of withdrawing license prescribed in Clause 2 Article 23 of the Decree No. 100/2011/ND-CP license-issuing agencies shall issue decisions on withdrawing the establishment licenses of the representative offices.

2. The decision on withdrawing the establishment license of the representative office shall be made under the form XTTMNN-10 in the Annex promulgated together with this Circular.

Chapter 3

IMPLEMENTATION PROVISIONS

Article 11. Responsibilities for implementation

1. The Vietnam Trade Promotion Agency is responsible to:

a) Cooperate with relevant agencies to compile and send competent agencies to promulgate the legal documents on representative offices in Vietnam of foreign trade promotion organizations;

b) Issue, re-issue, amend, supplement, extend, terminate and withdraw licenses of representative offices in Vietnam of foreign trade promotion organizations;

c) Cooperate with relevant agencies in the State administration regarding the operation of representative offices of foreign trade promotion organizations nationwide, handle the acts of violations committed by representative offices in Vietnam of foreign trade promotion organizations within their authority;

d) Cooperate with relevant agencies in building the database of representative offices in Vietnam of foreign trade promotion organizations nationwide;                                                                                                                                                    

2. The relevant agencies and units belonging to the Ministry of Industry and Trade are responsible to cooperate in the State management regarding the operation of representative offices within their authority.

3. The Services of Industry and Trade in central-affiliated cities and provinces are responsible to implement the State management regarding the operation of local representative offices of foreign trade promotion organizations; send reports to the Ministry of Industry and Trade (the Vietnam Trade Promotion Agency) on the management, monitoring, supervision, inspection and handling of violations of the operation of local representative offices of foreign trade promotion organizations

Article 12. Effects

1. This Circular takes effect on May 10, 2012.

2. During the course of implementation, the relevant units are responsible to send reports on the arising obstructions to the Ministry of Industry and Trade for amendment and supplement./.

ANNEX

The forms promulgated together with the Circular No. 06 /2012/TT-BCT of March 27, 2012 of the Ministry of Industry and Trade

1. Announcement of the representative office operation (Form XTTMNN-1)

2. Report on the representative office operation (Form XTTMNN-2)

3. Proposal to terminate the representative office operation (Form XTTMNN-3)

4. Application for the establishment license of the representative office (Form XTTMNN-4)

5. Receipt (Form XTTMNN-5)

6. Establishment license of the representative office (Form XTTMNN-6)

7. Proposal to amend and supplement the establishment license of the representative office (Form XTTMNN-7)

8. Application for the re-issue of the establishment license of the representative office (Form XTTMNN-8)

9. Application for the extension of the establishment license of the representative office (Form XTTMNN-9)

10. Decision on withdrawing the establishment license of the representative office (Form XTTMNN-10)

Form XTTMNN-1

ANNOUNCEMENT OF THE REPRESENTATIVE OFFICE OPERATION

……………… (Name on License)

To: …………………………………………

Representative office (Name on License) ……………… ……

Head office address: (Address on the Establishment license) …………….

Established under the License No. .... day .... month … year … of the Vietnam Trade Promotion Agency

Hereby announcing the operation starting from day … month … year … under the following contents:

I. Name of the representative office

Name of the representative office: (written with bold capital letters under the name in the establishment license of the representative office) ………………………………….

Short name (if any): …………………………………………………

Issued by …………………………… on day … month … year …

Time of operation : from day … month … year … to day … month … year …

Address of the head representative office: (under the License) ………

Telephone: …………………..  Fax: ………………………………….

Email: (if any)…………………………………………………………

Account No. : ……………………………. Bank : (if any) …..

II. Personnel of the representative office

1. Head of the representative office

Full name: (capital letter) ……………………… Gender: …..

Nationality: …………………………………………………………….

Permanent residence in Vietnam: …………………………………….

Passport No./ ID No. : …………………………………

Issued by : ……………………………… day … month … year …  … at …

2. Employees at the representative office

Foreign employees working at the representative office: (full name, gender, nationality, passport number, date of issue, place of issue, position at the representative office, license to work in Vietnam).

Vietnamese employees working at the representative office: (full name, gender, nationality, ID number, date of issue, place of issue, position at the representative office).

III. Activities of the representative office. (Specify similarly to the License)

……………………………………………………………………………….

The representative office (specify the name similar to the License) has announced the operation on ……………………. (name of the newspaper or the electronic journal) issue … day … month … year … ./.

Form XTTMNN-2

REPORT ON THE REPRESENTATIVE OFFICE OPERATION

(Year: ….)

To: The Vietnam Trade Promotion Agency - the Ministry of Industry and Trade

Name of the representative office: (written with bold capital letters under the name in the establishment license of the representative office) ………………………………….

Short name (if any): …………………………………………………

Issued by …………………………… on day … month … year …

Address of the head representative office: (under the License) ………

Telephone: …………………..  Fax: ………………………………….

Representative offices (specify the name in the License) ……………… reporting the operation from day … month … year … to day … month … year …  In particular:

I. The representative office operation

1.Activities of the representative office (specify similarly to establishment license)

The actual operation status in the year (report on the activities basing on the reality in the year)

3.. General assessment of the operation status in the year

II. Recommends and proposals

…………………………………………………………………….

The representative office (specify the name on the License) ………………  is responsible for the authenticity and accuracy of this report./.

Form XTTMNN-3

PROPOSAL TO TERMINATE THE REPRESENTATIVE OFFICE OPERATION

 ………… (Name on Establishment license)

To: The Vietnam Trade Promotion Agency - the Ministry of Industry and Trade

Name of the foreign trade promotion organization: (full name in capital letters): ……………………………………………………

Short name (if any): ………………………………………………..

Nationality of the trade promotion organization: …………………………….

Address of the head office: (under the Establishment license) ……………

Pursuant to the Decree No. 100/2011/ND-CP of October 28, 2011 on the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the Circular No. ……/2012/TT-BCT of March … , 2012 of the Ministry of Industry and Trade on detailing the orders and procedures for licensing the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the foreign trade promotion organization (full name of the organization) hereby announce to terminate the operation of: 

Name of the representative office: (written with bold capital letters under the name in the establishment license of the representative office) ………………………………….

Short name (if any): …………………………………………………

Establishment license No. : ……………………………………………..

Issued by …………………………… on day … month … year …

Address of the representative office: (under the License) ………

Telephone: …………………..  Fax: ………………………………….

Email: ……………………………..

The scheduled date of termination: day … month … year …

Reason for termination: ……………………………………….

The representative office (specify the name on the License) has fulfilled the obligation to pay debts and other obligations relating to the termination.

The trade promotion organizations (full name) hereby guarantees the authenticity, accuracy and shall bear responsibilities for this announcement./.

Attached documents:

- The original of the establishment license of the representative office

- The copies of the papers proving that the representative office has finished paying off the debts and has fulfilled other obligation toward the State and the relevant organizations and individuals.

Form XTTMNN-4

APPLICATION FOR THE ESTABLISHMENT LICENSE OF THE REPRESENTATIVE OFFICE

To: The Vietnam Trade Promotion Agency - the Ministry of Industry and Trade

Name of the foreign trade promotion organization: (full name in capital letters): ……………………………………………………

Short name (if any): ………………………………………………..

Nationality of the trade promotion organization: …………………………….

Address of the head office: (under the Establishment license) ……………

Telephone: …………………..  Fax: ………………………………….

Email: …………………………  Website: …………………………….

Legal representative: (authorized representative)

Full name: ……………………………………………..

Position: ………………………………………………

Nationality: …………………………………………….

Pursuant to the Decree No. 100/2011/ND-CP of October 28, 2011 on the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the Circular No. ……/2012/TT-BCT of March … , 2012 of the Ministry of Industry and Trade on detailing the orders and procedures for licensing the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the foreign trade promotion organization (full name of the organization) applies for the establishment license of the representative office in Vietnam. In particular:

Name of the representative office: (written with bold capital letters) ………………………………….

Short name (if any): …………………………………………………

Address of the representative office: …………………………………..

Activities of the representative office: ………………………………………………………………..

Head of the representative office:

Full name: (capital letter) ……………………… Gender: …..

Nationality: …………………………………………………………….

Permanent residence: …………………………………….

Passport No./ ID No. : …………………………………

Issued by : ……………………………… day … month … year …  … at …

The foreign trade promotion organization (specify the name) hereby guarantees:

1. To bear responsibilities for the authenticity and accuracy of the above contents and the attached dossiers.

2. To strictly comply with every Vietnam’s law provision on the establishment and operation of representative offices in Vietnam of foreign trade promotion organizations and other relevant law provisions./.

Attached documents:

- 01 written permission from the foreign competent State agency (where the head office of the trade promotion organization is situated) on establishing representative offices in Vietnam;

- 01 copy of the Establishment license or equivalent papers of the foreign trade promotion organization certified by the foreign competent State agency where the foreign trade promotion organization is established;

- 01 copy of the Charter or Regulation of the foreign trade promotion organization;

- 01 draft Charter or Regulation of the representative offices in Vietnam;

- 01 report on the operation reality of the foreign trade promotion organization during the latest year and the planned activities in Vietnam;

- 01 résumé of the Head of the representative office and 01 authenticated copy of the written designation of the representative offices in Vietnam.

Form XTTMNN-7

PROPOSAL TO AMEND AND SUPPLEMENT THE ESTABLISHMENT LICENSE OF THE REPRESENTATIVE OFFICE

To: The Vietnam Trade Promotion Agency - the Ministry of Industry and Trade

Name of the foreign trade promotion organization: (full name on the establishment license in capital letters): ……………………………………………………

Short name (if any): ………………………………………………..

Nationality of the foreign trade promotion organization: …………………………….

Address of the head office: (under the Establishment license) ……………

Telephone: …………………..  Fax: ………………………………….

Email: …………………………  Website (if any): …………………………….

Name of the representative office:  ………………………………….

Short name (if any): …………………………………………………

Address of the representative office: …………………………………..

Establishment license No. : ……………………………………………..

Issued by …………………………… on day … month … year …

Pursuant to the Decree No. 100/2011/ND-CP of October 28, 2011 on the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the Circular No. ……/2012/TT-BCT of March … , 2012 of the Ministry of Industry and Trade on detailing the orders and procedures for licensing the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the foreign trade promotion organization (full name of the organization) proposes to amend and supplement the Establishment license No. … dated … . In particular:

Contents of amendment: ………………………………………………………..

Reasons for amendment: ……………………………………………………….

The foreign trade promotion organization (specify the name) hereby guarantees:

1. To bear responsibilities for the authenticity and accuracy of the above contents and the attached dossiers.

2. To strictly comply with every Vietnam’s law provision on the establishment and operation of representative offices in Vietnam of foreign trade promotion organizations and other relevant law provisions./.

Attached documents:

- 01 copy (notarization is not required) of the issued the establishment license of the representative office .

Form XTTMNN-8

APPLICATION FOR THE RE-ISSUE OF THE ESTABLISHMENT LICENSE OF THE REPRESENTATIVE OFFICE

To: The Vietnam Trade Promotion Agency - the Ministry of Industry and Trade

Name of the foreign trade promotion organization: (full name on the establishment license in capital letters): ……………………………………………………

Short name (if any): ………………………………………………..

Nationality of the foreign trade promotion organization: …………………………….

Address of the head office: (under the Establishment license) ……………

Telephone: …………………..  Fax: ………………………………….

Email: …………………………  Website (if any): …………………………….

Name of the representative office:  ………………………………….

Short name (if any): …………………………………………………

Address of the representative office: …………………………………..

Establishment license No. : ……………………………………………..

Issued by …………………………… on day … month … year …

Pursuant to the Decree No. 100/2011/ND-CP of October 28, 2011 on the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the Circular No. ……/2012/TT-BCT of March … , 2012 of the Ministry of Industry and Trade on detailing the orders and procedures for licensing the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the foreign trade promotion organization (full name of the organization) applies for the re-issued of the Establishment license due to the following reason:

………………………………………………………………………………

The foreign trade promotion organization (specify the name) hereby guarantees:

1. To bear responsibilities for the authenticity and accuracy of the above contents and the attached dossiers.

2. To strictly comply with every Vietnam’s law provision on the establishment and operation of representative offices in Vietnam of foreign trade promotion organizations and other relevant law provisions./.

Attached documents:

- 01 copy of the written Establishment registration or equivalent papers paper of the foreign trade promotion organization (translated into Vietnamese and consularly legalized as prescribed by law) (applicable to the form prescribed in Point b, Point c Clause 1 Article 18 of the Decree No. 100/2011/ND-CP);

- 01 copy (notarization is not required) of the issued establishment license of the representative office (applicable to the form prescribed in Clause 1, Clause 2 Article 18 of the Decree No. 100/2011/ND-CP);

- The original of the issued establishment license of the representative office in Vietnam of the foreign trade promotion organization office (applicable to the form prescribed in Clause 2 Article 25 of the Decree No. 100/2011/ND-CP);

- 01 copy of the Charter or Regulation of the foreign trade promotion organization (translated into Vietnamese and consularly legalized as prescribed by law) (applicable to the form prescribed in Clause 2 Article 25 of the Decree No. 100/2011/ND-CP);

- 01 copy of the Charter or Regulation of the representative offices in Vietnam (translated into Vietnamese and consularly legalized as prescribed by law) (applicable to the form prescribed in Clause 2 Article 25 of the Decree No. 100/2011/ND-CP);

- 01 résumé of the Head of the representative office in Vietnam (translated into Vietnamese and consularly legalized as prescribed by law) (applicable to the form prescribed in Clause 2 Article 25 of the Decree No. 100/2011/ND-CP);

Form XTTMNN-9

APPLICATION FOR THE EXTENSION OF THE ESTABLISHMENT LICENSE OF THE REPRESENTATIVE OFFICE

To: The Vietnam Trade Promotion Agency - the Ministry of Industry and Trade

Name of the foreign trade promotion organization: (full name on the establishment license in capital letters): ……………………………………………………

Short name (if any): ………………………………………………..

Nationality of the foreign trade promotion organization: …………………………….

Address of the head office: (under the Establishment license) ……………

Telephone: …………………..  Fax: ………………………………….

Email: …………………………  Website (if any): …………………………….

Name of the representative office:  ………………………………….

Short name (if any): …………………………………………………

Address of the representative office: …………………………………..

Establishment license No. : ……………………………………………..

Issued by …………………………… on day … month … year …

Telephone: …………………..  Fax: ………………………………….

Email: …………………………  Website (if any): …………………………….

Head of the representative office:

Full name: (capital letter) ……………………… Gender: …..

Nationality: …………………………………………………………….

Permanent residence: …………………………………….

Passport No./ ID No. : …………………………………

Issued by : ……………………………… day … month … year …  … at …

Pursuant to the Decree No. 100/2011/ND-CP of October 28, 2011 on the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the Circular No. ……/2012/TT-BCT of March … , 2012 of the Ministry of Industry and Trade on detailing the orders and procedures for licensing the establishment and operation of representative offices of foreign trade promotion organizations in Vietnam, the foreign trade promotion organization (full name of the organization) applies for the extension of the establishment license of the representative office. In particular:

1. Reason for extension: ……………………………………………

2. Extended time: .……………………………

The foreign trade promotion organization (specify the name) hereby guarantees:

1. To bear responsibilities for the authenticity and accuracy of the above contents and the attached dossiers.

2. To strictly comply with every Vietnam’s law provision on the establishment and operation of representative offices in Vietnam of foreign trade promotion organizations and other relevant law provisions./.

Attached documents:

- The original of the issued the establishment license of the representative office.

- The audited Financial statement or equivalent documents proving the existence and actual operation of the foreign trade promotion organization during the latest fiscal year.

- Report on the representative office operation up to the date of applying for the extension of the establishment license of the representative office.