Nội dung toàn văn Circular No. 09/2006/TT-BTM of May 25, 2006 guiding the commercial franchising registration
THE MINISTRY OF TRADE | SOCIALIST REPUBLIC OF VIET NAM |
No: 09/2006/TT-BTM | Hanoi, May 25, 2006 |
CIRCULAR
GUIDING THE COMMERCIAL FRANCHISING REGISTRATION
Pursuant to the Government's Decree No. 29/2004/ND-CP of January 16, 2004, defining the functions, tasks, powers and organizational structure of the Ministry of Trade;
Pursuant to the Government's Decree No. 35/2006/ND-CP of March 31, 2006, detailing the Commercial Law's provisions on commercial franchising (hereinafter referred to as Decree No. 35/2006/ND-CP for short),
The Trade Ministry hereby guides the commercial franchising registration provided for in Decree No. 35/2006/ND-CP as follows:
I. COMMERCIAL FRANCHISING REGISTRATION AGENCIES
1. The Trade Ministry shall register commercial franchising (hereinafter referred to as the registration agency for short) in the cases defined in Clause 1, Article 18 of Decree No. 35/2006/ND-CP.
2. Trade Services or Trade-Tourism Services of provinces or centrally run cities (hereinafter collectively referred to as provincial/municipal Trade Services) where traders that intend to conduct franchise make business registration shall register commercial franchising (hereinafter referred to as registration agencies for short) in the cases defined in Clause 2, Article 18 of Decree No. 35/2006/ND-CP.
Traders defined in Clause 2, Article 2 of Decree No. 35/2006/ND-CP that intend to conduct domestic franchise shall register commercial franchising with provincial/municipal Trade Services of localities where they are headquartered.
3. Responsibilities of registration agencies
a/ To publicly post up at their headquarters guidelines on conditions, order, time limit and administrative procedures for the commercial franchising registration;
b/ To register traders' commercial franchising if traders' dossiers fully meet the conditions specified in Article 19 of Decree No. 35/2006/ND-CP and guided in this Circular;
c/ To ensure the registration time limit set in Article 20 of Decree No. 35/2006/ND-CP and guided in this Circular;
d/ To collect, remit, manage and use fees for commercial franchising registration under the Finance Ministry's guidance;
e/ To supply and post information on traders' commercial franchising registration on the Trade Ministry's website within 5 working days as from the date of registration, revocation of registrations or transfer of registrations, or as from the date of receiving traders' notices on the change of registered information on commercial franchising;
f/ To fully observe regimes of archive of commercial-franchising registration dossiers according to the provisions of law on archive;
g/ To inspect and control commercial franchising according to their competence and revoke registrations of commercial franchising activities in the cases defined in Article 22 of Decree No. 35/2006/ND-CP;
h/ Other responsibilities as provided for by law.
II. PROCEDURES FOR COMMERCIAL FRANCHISING REGISTRATION
1. Before conducting commercial franchising, traders that intend to conduct franchises, both primary and secondary, shall register commercial franchising with competent agencies defined in Decree No. 35/2006/ND-CP and follow the guidance in this Circular.
2. A dossier of registration of commercial franchising with the Trade Ministry shall comprise:
a/ An application for commercial franchising registration, made according to a set form;
b/ A written description of commercial franchise, made according to a set form;
c/ A notarized copy of the business registration certificate or investment certificate, in case of commercial franchises from Vietnam to overseas; a copy of the foreign trader's business registration certificate or paper of equivalent validity, certified by a competent agency of the place where the foreign trader is set up, in case of commercial franchises from overseas into Vietnam;
d/ A notarized copy of the industrial property right protection title in Vietnam or a foreign country, in case of licensing industrial property subject matters for which protection titles have been granted;
e/ Papers proving the approval of the primary franchisor's permission of franchise in case the trader registering franchising is the secondary franchisor;
3. A dossier of registration of commercial franchising activities with provincial/municipal Trade Services shall comprise:
a/ An application for commercial franchising registration, made according to a set form;
b/ A written description of commercial franchise, made according to a set form;
c/ A notarized copy of the business registration certificate or investment certificate;
d/ A notarized copy of the industrial property right protection title in Vietnam or a foreign country, in case of licensing industrial property subject matters for which protection titles have been granted;
e/ Papers proving the approval of the primary franchisor's permission of franchise in case the trader registering franchising is the secondary franchisor;
4. Where papers specified at Points b, d and e, Clauses 2 and 3 of this Section are in a foreign language, their Vietnamese translations notarized by state notaries public shall be required. Where copies of foreign traders' business registration certificates or papers of equivalent validity specified at Point c, Clause 2 of this Section are in a foreign language, their Vietnamese translations certified by foreign-based Vietnamese diplomatic representations and consularly legalized according to the provisions of the Vietnamese law shall be required.
5. Receipt of dossiers of registration of commercial franchising activities
a/ Upon receiving dossiers of registration of commercial franchising activities, registration agencies shall issue receipts therefor. Such a receipt shall be made in 3 copies according to a set form, one of them shall be given to the trader registering commercial franchising and two others shall be kept at the registration agency;
b/ For incomplete and improper dossiers, within two working days after receiving the dossiers, registration agencies shall send written notices, made according to a set form, to dossier-submitting traders, requesting the supplementation and completion of the dossiers. The time limit for handling dossiers shall count from the time the traders registering commercial franchising complete their dossiers;
c/ Traders registering commercial franchising may request registration agencies to clearly explain reasons for dossier supplementation and completion. Registration agencies shall have to respond to such requests.
6. Registration of commercial franchising in commercial franchising registration books
a/ Within 5 working days after receiving complete and valid dossiers, registration agencies shall register traders' commercial franchising in commercial franchising registration books, made according to a set form, and send to traders written notices thereon, made according to a set form;
b/ If refusing to register commercial franchising, within 5 working days after receiving complete and valid dossiers, registration agencies shall issue written notices thereon, made according to a set form, clearly stating the reasons therefor;
c/ Registration agencies shall write registration codes in commercial franchising registration books under the following guidance:
+ Codes of forms of franchise: NQR means franchise from Vietnam to overseas; NQV means franchise from overseas to Vietnam; NQTN means domestic franchise.
+ Provincial codes: two characters as guided in Appendix I to this Circular (not printed herein).
+ Serial numbers of enterprises: 6 digits, from 000001 to 999999.
+ Codes are separated with a hyphen.
Examples on making entries in commercial franchising registration books:
+ Company A (making business registration in Hanoi), the third trader that registers domestic franchising, shall have the registration code of NQTN-01-000003.
+ Company B (making business registration in Binh Duong province), the first trader that registers overseas franchising, shall have the registration code of NQR-46-000001.
7. Collection of fees for registration of commercial franchising activities
Upon receiving traders' dossiers of registration of commercial franchising, registration agencies shall collect registration fees under the Finance Ministry's guidance.
8. Re-registration of commercial franchising activities
Where traders having registered domestic franchising defined in Clause 2, Section I of this Circular relocate their headquarters to another province, they shall re-register commercial franchising at the registration agency of the locality where they move to. Registration procedures shall follow the guidance in Clauses 3, 4, 5, 6 and 7 of this Section. Registration dossiers shall also include notices on the approval of former registrations, issued by the registration agency in the locality where traders made business registration. Within 5 working days after completing procedures for registration of commercial franchising at the new place, traders shall notify such in writing to the former registration agency for the latter to issue notices on registration transfer, made according to a set form.
III. NOTIFICATION ON CHANGE OF REGISTERED INFORMATION ON COMMERCIAL FRANCHISING
1. Where there is a change in the registered information in Part A of the written introduction of commercial franchise in Appendix III to this Circular (not printed herein), or the information in Clause 3, Article 19 of Decree No. 35/2006/ND-CP, within 30 days after the change occurs, traders shall issue a notice on the change to the registration agency of the locality where they registered commercial franchising, made according to a set form, and enclose relevant documents on such change.
2. Registration agencies shall add documents to traders' dossiers of registration of commercial franchising.
IV. REVOCATION OF REGISTRATIONS OF COMMERCIAL FRANCHISING
Traders' registrations of commercial franchising shall be revoked in the cases defined in Article 22 of Decree No. 35/2006/ND-CP. Within 5 working days after the revocation of traders' registrations of commercial franchising, registration agencies shall publicize the revocation of registrations at their head offices, made according to a set form and, at the same time, post information thereon on the Trade Ministry's website.
V. ORGANIZATION OF IMPLEMENTATION
1. The Planning and Investment Department (the Trade Ministry) shall register commercial franchising which fall under the Trade Ministry's competence under the guidance in this Circular.
2. Provincial/municipal Trade Services shall base themselves on the provisions of law and this Circular's guidance to register traders' commercial franchising in their respective localities.
3. The E-Commerce Department (the Trade Ministry) shall build a website, a software for management of information on registration of commercial franchising and an online system for registration of commercial franchising for receipt of registration dossiers and, at the same time, give relevant guidance to provincial/municipal Trade Services and traders.
4. This Circular takes effect 15 days after its publication in "CONG BAO." In the course of implementation, if facing any difficulties or problems, concerned organizations and individuals should promptly report them to the Trade Ministry for study, amendment or supplementation.
APPENDIX I
PROVINCIAL CODE
(Enclosed with the Ministry of Commerce’s Circular No. 09 /2006/TT-BTM dated May 25, 2006)
No. | Central-affiliated cities and provinces | Code |
1 | Hanoi | 01 |
2 | Hai Phong | 02 |
3 | Ha Tay | 03 |
4 | Hai Duong | 04 |
5 | Hung Yen | 05 |
6 | Ha Nam | 06 |
7 | Nam Dinh | 07 |
8 | Thai Binh | 08 |
9 | Ninh Binh | 09 |
10 | Ha Giang | 10 |
11 | Cao Bang | 11 |
12 | Lao Kai | 12 |
13 | Bac Kan | 13 |
14 | Lang Son | 14 |
15 | Tuyen Quang | 15 |
16 | Yen Bai | 16 |
17 | Thai Nguyen | 17 |
18 | Phu Tho | 18 |
19 | Vinh Phuc | 19 |
20 | Bac Giang | 20 |
21 | Bac Ninh | 21 |
22 | Quang Ninh | 22 |
23 | Lai Chau | 23 |
24 | Son La | 24 |
25 | Hoa Binh | 25 |
26 | Thanh Hoa | 26 |
27 | Nghe An | 27 |
28 | Ha Tinh | 28 |
29 | Quang Binh | 29 |
30 | Quang Tri | 30 |
31 | Thua Thien Hue | 31 |
32 | Da Nang | 32 |
33 | Quang Nam | 33 |
34 | Quang Ngai | 34 |
35 | Binh Dinh | 35 |
36 | Phu Yen | 36 |
37 | Khanh Hoa | 37 |
38 | Kon Tum | 38 |
39 | Gia Lai | 39 |
40 | Dak Lak | 40 |
41 | Ho Chi Minh City | 41 |
42 | Lam Dong | 42 |
43 | Ninh Thuan | 43 |
44 | Binh Phuoc | 44 |
45 | Tay Ninh | 45 |
46 | Binh Duong | 46 |
47 | Dong Nai | 47 |
48 | Binh Thuan | 48 |
49 | Ba Ria – Vung Tau | 49 |
50 | Long An | 50 |
51 | Dong Thap | 51 |
52 | An Giang | 52 |
53 | Tien Giang | 53 |
54 | Vinh Long | 54 |
55 | Ben Tre | 55 |
56 | Kien Giang | 56 |
57 | Can Tho | 57 |
58 | Tra Vinh | 58 |
59 | Soc Trang | 59 |
60 | Bac Lieu | 60 |
61 | Ca Mau | 61 |
62 | Dien Bien | 62 |
63 | Dak Nong | 63 |
64 | Hau Giang | 64 |
APPENDIX II
FORMS USED FOR COMMERCIAL FRANCHISING REGISTRATION
(Enclosed with the Ministry of Commerce’s Circular No. 09 /2006/TT-BTM dated May 25, 2006)
Form MĐ-1
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
---------------
......, Date…
REGISTRATION FORM FOR COMMERCIAL FRANCHISING
Respectfully addressed to: The Ministry of Commerce
Name of dealer (in capital letters).....
Name of dealer in foreign language (if any)…
Name of dealer for short (if any)...
[Business registration certificate/investment certificate][1] No. :.....
Dated .............................................................Issued by..................
Nationality of dealer.....
Charter capital...
Lines of business...
Areas intended for franchising registration...
Forms of franchise [2].....
Address of head office:
Phone … Fax…
Email (if any)...
Hereby to register commercial franchising from [Vietnam to overseas/overseas to Vietnam][3]
[Venue of franchise...][4]
The dealer is committed to taking full responsibility to the law for authenticity and accuracy of the information stated hereof and the documentation enclosed.
Attached to the form are: - ................; - ................; | Legal representative of dealer (Signature and stamp)
|
Form MĐ-2
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
---------------
......, Date…
REGISTRATION FORM FOR COMMERCIAL FRANCHISING
Respectfully addressed to: The Ministry of Commerce
Name of dealer (in capital letters).....
Name of dealer in foreign language (if any):….
Name of dealer for short (if any)...
[Business registration certificate/investment certificate] [6]No. :.....
Dated .............................................................Issued by..................
Charter capital...
Lines of business...
Areas intended for franchising registration...
Forms of franchise [2].....
Address of head office:
Phone:………………………..Fax:…….
Email (if any)...
Hereby to register commercial franchising in the country.
The dealer is committed to taking full responsibility to the law for authenticity and accuracy of the information stated hereof and the documentation enclosed.
Attached to the form are: - ................; -………….; -………….; | Legal representative of dealer (Signature and stamp)
|
Form S1
REGISTER OF COMMERCIAL FRANCHISING
(Cover page)
THE MINISTRY OF COMMERCE
| SOCIALIST SOCIALIST REPUBLIC OF VIETNAM |
REGISTER OF COMMERCIAL FRANCHISING [8]
(BOOK No....)
YEAR...
(Next pages)
I. REGISTRATION FOR COMMERCIAL FRANCHISING
Name of dealer (in capital letters)…
Name of dealer in foreign language (if any)…
Name of dealer for short (if any)...
[Business registration certificate/investment certificate][9]No. :.....
Dated .............................................................Issued by..................
Nationality of dealer...
Charter capital...
Lines of business...
Areas intended for franchising registration...
Forms of franchise [2].....
Address of head office:
Phone... Fax…
Email (if any):...
Registration code…
[Venue of franchise.....][11]
| Hanoi , date…. DIRECTOR GENERAL OF THE DEPARTMENT OF PLANNING AND INVESTMENT (Signature) |
Notes:
[Dealer [name of the dealer] is deregistered from commercial franchising with registration code as.......for the reasons that...........][12]
| Hanoi , date…. DIRECTOR GENERAL OF THE DEPARTMENT OF PLANNING AND INVESTMENT (Signature) |
(Next pages)
II. CHANGE OF REGISTRATION INFORMATION
No. | Changes | Date of notice [14] |
1 |
|
|
2 |
|
|
3 |
|
|
… |
|
|
Form S2
REGISTER OF COMMERCIAL FRANCHISING
(Cover page)
The People’s Committee of ….. THE SERVICE OF COMMERCE | SOCIAL REPUBLIC OF VIETNAM |
REGISTER OF COMMERCIAL FRANCHISING [16]
(BOOK No....)
YEAR...
(Next pages)
I. REGISTRATION FOR COMMERCIAL FRANCHISING
Name of dealer (in capital letters)…
Name of dealer in foreign language (if any)…
Name of dealer for short (if any)...
[Business registration certificate/investment certificate][17]No. :.....
Dated .............................................................Issued by..................
Charter capital...
Lines of business:
Areas intended for franchising registration:.....
Forms of franchise [18]............
Address of head office...
Phone…Fax…
Email (if any):...
Registration code…
| ......Date….. DIRECTOR (Signature) |
Notes:
[Dealer [name of the dealer] is deregistered from commercial franchising with registration code as.......for the reasons that..........]
Or
[[name of the dealer], registration code……..has transferred registration for commercial franchising to [location where the franchise is moved to........][20]
| ......Date…. DIRECTOR (Signature) |
(Next pages)
II. CHANGE OF REGISTRATION INFORMATION
No. | Changes | Date of notice [14] |
1 |
|
|
2 |
|
|
3 |
|
|
… |
|
|
Form TB-1A
THE MINISTRY OF COMMERCE No……. | SOCIALIST REPUBLIC OF VIETNAM Hanoi, date…. |
RECEIPT
(Copy 1: sent to the dealer)
Copy 2: Stored in the document receiving unit
Copy 3: Stored in the document handling unit)
The Ministry of Commerce has received from:
[Name of dealer]:
Address of head office.....
Phone...
The documentation of registration for commercial franchising, including:
..........................................................................................................................................
..........................................................................................................................................
..........................................................................................................................................
Date of notice:………………./……………/…………
SUBMITTED BY (Signature, full name) | RECEIVED BY (Signature, full name) |
Form TB-1B
The People’s Committee of ….. THE SERVICE OF COMMERCE No……. | SOCIALIST REPUBLIC OF VIETNAM ....., Date… |
RECEIPT
(Copy 1: sent to the dealer)
Copy 2: Stored in the document receiving unit
Copy 3: Stored in the document handling unit)
The Service of Commerce [24]………………….has received from:
[Name of dealer]:
Address of head office.....
Phone…
The documentation of registration for commercial franchising, including:
..........................................................................................................................................
..........................................................................................................................................
..........................................................................................................................................
Date of notice:………………./……………/…………
SUBMITTED BY (Signature, full name) | RECEIVED BY (Signature, full name) |
Form TB-2A
THE MINISTRY OF COMMERCE No……. | SOCIALIST REPUBLIC OF VIETNAM Hanoi, date…. |
NOTICE
REQUEST FOR SUPPLEMENTS TO DOCUMENTATION OF REGISTRATION FOR COMMERCIAL FRANCHISING
Respectfully addressed to:……
After having reviewed the documentation received on ….date……from the dealer [[name of the dealer] regarding registration for commercial franchising, the Ministry of Commerce makes requests for supplements to the following documents:
..........................................................................................................................................
..........................................................................................................................................
for the reasons that……
RECIPIENTS -.............; -.............; - Filing; | PP THE MINISTER DIRECTOR GENERAL OF THE DEPARTMENT OF PLANNING AND INVESTMENT (Signature, full name) |
Form TB-2B
The People’s Committee of ….. THE SERVICE OF COMMERCE No……. | SOCIALIST REPUBLIC OF VIETNAM Date…. |
NOTICE
REQUEST FOR SUPPLEMENTS TO DOCUMENTATION OF REGISTRATION FOR COMMERCIAL FRANCHISING
Respectfully addressed to…
After having reviewed the documentation received on ….date……from the dealer [[name of the dealer] regarding registration for commercial franchising, the Service of Commerce [26] makes requests for supplements to the following documents:
..........................................................................................................................................
…………………………………………………………………………………………..
For the reasons that……
RECIPIENTS -…………; -…………; - Filing; | DIRECTOR[27] (Signature, full name)
|
Form TB-3A
THE MINISTRY OF COMMERCE No. | SOCIALIST REPUBLIC OF VIETNAM Hanoi, ….date… |
NOTICE
APPROVAL FOR COMMERCIAL FRANCHISING REGISTRATION
Respectfully addressed to…
After having reviewed the documentation received on ….date……from the dealer [[name of the dealer] regarding registration for commercial franchising, the Ministry of Commerce announces to have approved commercial franchising registration made by the dealer [name of the dealer] in the register of commercial franchising with registration code as……
……………………………………………………………………………………..........
RECIPIENTS -..............; -..............; - Filing; | PP THE MINISTER DIRECTOR GENERAL OF THE DEPARTMENT OF PLANNING AND INVESTMENT (Signature, full name) |
Form TB-3B
The People’s Committee of ….. THE SERVICE OF COMMERCE No……. | SOCIALIST REPUBLIC OF VIETNAM ….date… |
NOTICE
APPROVAL FOR COMMERCIAL FRANCHISING REGISTRATION
Respectfully addressed to:……
After having reviewed the documentation received on ….date……from the dealer [[name of the dealer] regarding registration for commercial franchising, the Service of Commerce announces to have approved commercial franchising registration made by the dealer [name of the dealer] in the register of commercial franchising with registration code as……
……………………………………………………………………………………….….
RECIPIENTS -…………...; -……………; - Filing; | DIRECTOR[30] (Signature, full name)
|
Form TB-4A
THE MINISTRY OF COMMERCE No. | SOCIALIST REPUBLIC OF VIETNAM Hanoi, date… |
NOTICE
REJECTION OF COMMERCIAL FRANCHISING REGISTRATION
Respectfully addressed to…
After having reviewed the documentation received on ….date……from the dealer [[name of the dealer] regarding registration for commercial franchising, the Ministry of Commerce announces to have rejected commercial franchising registration made by the dealer [name of the dealer] for the reasons that….
RECIPIENTS -..............; -..............; - Filing; | PP THE MINISTER DIRECTOR GENERAL OF THE DEPARTMENT OF PLANNING AND INVESTMENT (Signature, full name) |
Form TB-4B
The People’s Committee of ….. THE SERVICE OF COMMERCE No……. | SOCIALIST REPUBLIC OF VIETNAM .... date… |
NOTICE
REJECTION OF COMMERCIAL FRANCHISING REGISTRATION
Respectfully addressed to…
After having reviewed the documentation received on ….date……from the dealer [[name of the dealer] regarding registration for commercial franchising, the Service of Commerce [32] announces to have rejected commercial franchising registration made by the dealer [name of the dealer] for the reasons that….
RECIPIENTS -………….; -………….; - Filing; | DIRECTOR[33] (Signature, full name)
|
Form TB-5
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
---------------
......, Date…
NOTICE
NOTICE ABOUT CHANGE OF REGISTRATION INFORMATION
Respectfully addressed to…
Name of dealer (in capital letters)…
..........................................................................................................................................
Name of dealer in foreign language (if any)…
..........................................................................................................................................
Name of dealer for short (if any) :...
Registration code…
Hereby to make an announcement about change of registration information as follows:
……………………………………………………………………………………….…….……
………………………………………………………………………………………….
Attached to the notice [34]: - ................; - ................; - ................ | Legal representative of dealer (Signature, full name)
|
Form TB-6A
THE MINISTRY OF COMMERCE No. | SOCIALIST REPUBLIC OF VIETNAM Hanoi, date… |
NOTICE
DEREGISTRATION OF COMMERCIAL FRANCHISING
The Ministry of Commerce announces to have deregistered commercial franchising of:
[Name of dealer]
Registration code…
Address of head office.....
Phone...
For the reasons that……
………………………………………………………………………………………….
………………………………………………………………………………………….
RECIPIENTS - Dealer deregistered[35] -.............; -.............; - Filing; | PP THE MINISTER DIRECTOR GENERAL OF THE DEPARTMENT OF PLANNING AND INVESTMENT (Signature, full name)
|
Form TB-6B
The People’s Committee of ….. THE SERVICE OF COMMERCE No……. | SOCIALIST REPUBLIC OF VIETNAM ....., Date…
|
NOTICE
DEREGISTRATION OF COMMERCIAL FRANCHISING
The Service of Commerce [37]………………
Announces to have deregistered commercial franchising of:
[Name of dealer]
Registration code…
Address of head office.....
Phone...
For the reasons that……
………………………………………………………………………………………….
RECIPIENTS -………….; -………….; - Filing; | DIRECTOR[38] (Signature, full name)
|
Form TB-6C
The People’s Committee of ….. THE SERVICE OF COMMERCE[39] No……. | SOCIALIST REPUBLIC OF VIETNAM ....., Date… |
NOTICE
TRANSFER OF COMMERCIAL FRANCHISING REGISTRATION
The Service of Commerce [40] announces [Name of dealer]
Registration code…
Address of head office.....
Phone…
Has transferred registration for commercial franchising to [location where the franchise is moved to........]
RECIPIENTS -………….; -………….; - Filing; | DIRECTOR[41] (Signature, full name)
|
APPENDIX III
INTRODUCTION OF COMMERCIAL FRANCHISING
(Enclosed with the Ministry of Commerce’s Circular No. 09 /2006/TT-BTM dated May 25, 2006)
Introduction of commercial franchising shall include some information necessary for expected franchisee to make careful study before signing a franchise agreement. Expected franchisee should pay attention to the following issues:
* Unless the two parties have other agreement, the expected franchisee shall have at least 15 days to study this document and other relevant information before signing a franchise agreement.
* Carry out careful study of the Law on Commerce, Decree No. 35/2006/NĐ-CP and this document; have discussion with other franchisees; conduct self-assessment of financial resource and capacity for satisfying requirements set in this business mode.
* Expected franchisee should hire a consultant independent of management, accounting and business before signing a franchise agreement.
* Expected franchisee should participate in training courses, especially when he or she has no experience in business.
PART A [42]
I. GENERAL INFORMATION ABOUT FRANCHISOR
1. Trade name of franchisor
2. Address of head office
3. Phone…Fax…
4. Establishment date
5. Information about the franchisor as first franchisor or secondary franchisor;
6. Forms of business;
7. Areas intended for franchising;
8. Information about registration for commercial franchising with competent agencies[43]
II. BRAND NAMES/SERVICES AND INTELLECTUAL PROPERTY RIGHTS
1. Right to enjoyment of brand names/services and any object of intellectual property;
2. Details of brand names/services and rights to intellectual property objects registered under the Laws of Vietnam;
PART B
I. INFORMATION ABOUT THE FRANCHISOR
1. Organization structure.
2. Full name, work position and experience of members of the Board of Directors.
3. The division in charge of the franchise.
4. Experience of the franchise business.
5. Any involvement in litigations concerning franchise business activities within one (01) recent year.
II. INITIAL FRANCHISE FEE PAID BY THE FRANCHISEE
1. Type and amount of initial franchise fee.
2. Payment date.
3. Circumstances under which the fee will be refunded.
III. OTHER FINANCIAL OBLIGATIONS OF THE FRANCHISEE
As for each fee specified below, an agreed amount of franchise fee, payment date and circumstances under which the franchise fee will be refunded must be clearly stated:
1. Fee paid on a regular schedule.
2. Advertising and marketing fee.
3. Training fee.
4. Service fee.
5. Rent payment.
6. Others fees.
IV. INITIAL INVESTMENTS OF THE FRANCHISEE
Key information about the franchisee’s initial investments shall comprise:
1. Business location
2. Equipment
3. Decoration cost
4. Initial goods purchased
5. Security cost
6. Other advance payments.
V. OBLIGATIONS OF THE FRANCHISEE TO PURCHASE OR LEASE PROPER EQUIPMENT USED FOR THE FRANCHISE BUSINESS STIPULATED BY THE FRANCHISOR
1. The franchisee shall be obliged to purchase necessary items, purchase or lease equipment or identify which services must be offered in order to conform to the requirements for franchise business as agreed upon with the franchisor.
2. The franchisee must check whether it is possible to adapt the franchise business model.
3. If it is possible to adapt the franchise business model, the procedure for such adaptation must be clearly defined.
VI. OBLIGATIONS OF THE FRANCHISOR
1. Before conclusion of the franchise agreement
2. In the course of executing the franchise agreement.
3. Decision to select the business location
4. Training:
a. Initial training
b. Other further training occasions.
VII. DESCRIPTION OF THE LOCAL MARKET FOR THE GOODS/SERVICES UNDER THE FRANCHISE
1. The description of the general market for the goods/services governed under the franchise agreement
2. The description of the market for the goods/services governed under the franchise agreement within the area where the franchisee’s operations are licensed.
3. Expectations for development of the abovementioned market.
VIII. SAMPLE FRANCHISE AGREEMENT
1. Title of terms and conditions
2. Contract term
3. Terms and conditions of contract renewal
4. The franchisee’s contract termination
5. The franchisor’s contract termination
6. Obligations of the franchisor/ franchisee that may arise from the contract termination
7. Franchise agreement revision required by the franchisor/ franchisee
8. Terms and conditions of transfer of the franchise agreement to other merchants.
9. Circumstances under which the franchisor/franchisee is dead, or is declared ineligible for the franchise.
IX. INFORMATION ABOUT THE FRANCHISE SYSTEM
1. The number of franchises still in operation.
2. The number of franchises that have ceased operation.
3. The number of franchise agreements signed with the franchisee.
4. The number of franchise agreements transferred to the third party by the franchisee.
5. The number of franchise businesses transferred to the franchisee by the franchisor.
6. The number of franchise agreements terminated by the franchisor.
7. The number of franchise agreements terminated by the franchisee.
8. The number of franchise agreements that are/are not renewed.
X. FINANCIAL STATEMENT OF THE FRANCHISOR
The financial statement that has been audited within 01 recent year.
XI. AWARDS, UPCOMING ACCREDITATION OR ORGANIZATIONS THAT MUST BE JOINED
We undertake that the business system planned to be franchised has been operated at least one (01) year; the information provided herein or any additional information and appendices attached herein are all correct and genuine. We are aware that any misrepresented information provided herein is a violation against laws
| Delegate for the franchisor (signature and stamp) |
[44] The merchant is required to send a periodical notification of information included in this Part to the competent registration authority on January 15 at the latest.
