How to change the Head of a Foreign Representative Office in Vietnam

Changing the head of a representative office is one of the common procedures of a representative office. However, not all organizations are familiar with the process and how to carry out the procedures for changing the head of a foreign representative office in Vietnam. Therefore, the following article will analyze some related aspects so that readers can better understand this issue.

How to change the Head of a Foreign Representative Office in Vietnam

What is the Head of a Foreign Representative Office in Vietnam

According to Clause 2, Article 44 Law on Enterprise 2020: “A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protects the enterprise’s interests. A representative office shall not do business”.

According to Article 33 of Decree 07/2016/ND-CP, it can be understood that the head of a representative office is a person designated by a foreign trader and shall be responsible for his/her action and the operation of the representative office or branch to his/her head office within the power of attorney.

Is it necessary to carry out procedures for adjusting the Representative Office establishment license when changing the Head of a Foreign Representative?

According to Clause 3, Article 15 of Decree 07/2016/ND-CP provision as follows:

“Foreign traders shall apply for adjustments to Licenses for the Establishment of branches or representative offices in the following cases:

…

3. Replacement of the head of the representative office or branch”.

Therefore, when changing the head of a representative office, the enterprise needs to prepare a full dossier and carry out the procedures for adjusting the representative office establishment license. Failure to adjust the representative office establishment license may result in an administrative penalty of between VND 10,000,000 and VND 20,000,000 (According to Point d, Clause 2, Article 67 of Decree No. 98/2020/ND-CP).

Note that: The head of a representative office shall not concurrently hold the following titles:

• The head of a branch of the same foreign traders;
• The head of a branch of another foreign trader;
• The legal representative of the same foreign trader or others;
• The legal representative of a business organization incorporated by the Laws of Vietnam.

(According to Clause 6, Article 33 of Decree 07/2016/ND-CP)

Therefore, it is necessary to pay attention to some of the above issues to avoid improper implementation and be penalized according to the law.

Dossier for adjustment of representative office establishment license

Dossier for adjustment of representative office establishment license

According to Article 16 of Decree 07/2016/ND-CP, dossier 01 set includes:

• An application form for adjustments to the License for Establishment of the representative office using the form MD-3 of Appendix issued together with Circular 11/2016/TT-BCT and signed by a competent representative of the foreign trader.
• Documents as proof of adjustments. To be specified :
  • A letter of appointment of the new head of the representative office or branch; 
  • Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the new head of the representative office/branch; 
  • Proof of fulfillment of personal income tax liabilities of the former head of the representative office/branch at the time of changes.
• The original License for the Establishment of the branch or representative office.

Note that: Documents as proof of changes if the letter of appointment of the new head of the representative office or branch and copies of the passport of the head being foreigner are made in foreign languages) shall be translated into Vietnamese and certified true by the laws of Vietnam.

Process and procedures for implementation

• Within 60 days from the date of changes of the head of the representative office, the foreign trader shall apply for adjustments to the License for the Establishment of their representative office or branch;
• The foreign trader shall submit their application to the Business Registration Office of the Department of Planning and Investment where the representative office is located.
• Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete). The request for supplementation to the application shall be made only once during the processing of the application.
• Within 05 working days from the date of receipt of the valid application, the licensing agency shall send the applicant a written notification of whether the adjustments to the license or establishment of the representative office or branch are approved or not. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

(According to Article 17 of Decree 07/2016/ND-CP)