Representative Office License Renewal in Vietnam

The representative office license renewal is a mandatory legal procedure to maintain a continuous presence and operation in the market. This process requires strict compliance with regulations on dossiers, deadlines, and competent authorities as defined by law. This article by Long Phan Consulting Company provides a detailed analysis of the legal regulations, sequence, and procedures involved.

Dossier for Representative Office License Renewal in Vietnam

A foreign trader must ensure all documents are prepared and authenticated according to Vietnamese law. Deficiencies in the dossier can lead to requests for supplements, extending the processing time and affecting the representative office’s operations.

Based on Article 22 of Decree 07/2016/ND-CP, a complete dossier for the representative office license renewal in Vietnam includes the following documents:

• An application for the renewal of the Representative Office Establishment License: This must follow Form MD-4, issued with Circular 11/2016/TT-BCT, and be signed by an authorized representative of the foreign trader. The application must clearly state information about the trader, the representative office, and the reason for the renewal.
• A copy of the business registration certificate or equivalent document of the foreign trader: This document proves the legal entity status and lawful existence of the parent company abroad. According to Clause 2, Article 22 of Decree 07/2016/ND-CP, this document must be translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad or undergo consular legalization.
• A copy of the audited financial statement or a document confirming tax/financial obligations: This document demonstrates the continuous and sound operation of the foreign trader in the most recent fiscal year. Per Clause 2, Article 22 of Decree 07/2016/ND-CP, this document must be translated into Vietnamese and authenticated as prescribed by Vietnamese law.
• A copy of the previously issued Representative Office Establishment License.

The foreign trader is fully responsible before Vietnamese law for the activities of its representative office, as stipulated in Article 4 of Decree 07/2016/ND-CP. Therefore, ensuring the accuracy and legality of the dossier is the trader’s obligation.

Competent Authority for License Renewal Approval

According to Article 5 of Decree 07/2016/ND-CP, the authority to issue, re-issue, adjust, and renew Representative Office Establishment Licenses is as follows:

• Provincial or Municipal Departments of Industry and Trade: These agencies have the authority to process dossiers for representative offices located outside of industrial parks, export processing zones, economic zones, or high-tech parks.
• Management Boards of industrial parks, export processing zones, economic zones, or high-tech parks (collectively, Management Boards): These bodies are competent to handle dossiers for representative offices located within these zones.

Note that the authority for renewing the establishment license for a branch of a foreign trader belongs to the Ministry of Industry and Trade, according to Article 6 of Decree 07/2016/ND-CP.

Sequence and Procedure for Representative Office License Renewal in Vietnam

The sequence and procedure for the representative office license renewal in Vietnam are detailed in Article 23 of Decree 07/2016/ND-CP, comprising the following steps:

Step 1: Dossier Submission

• The foreign trader must submit the renewal dossier at least 30 days before the license’s expiration date.
• The dossier can be submitted directly, by post, or online (if the licensing authority’s system permits).

Step 2: Dossier Review and Supplementation Request

• Within 03 working days of receiving the dossier, the licensing authority will check its completeness and validity.
• If the dossier is incomplete or invalid, the licensing authority will issue a written notice requesting supplementation. This request can only be made once during the entire process.

Step 3: Processing and Issuing the Renewed License

• Within 05 working days of receiving a complete and valid dossier, the licensing authority will grant the renewal of the Representative Office Establishment License.
• In case of refusal, the licensing authority must provide a written response stating the reasons.

Note: A representative office license renewal in Vietnam is only granted if the foreign trader has not committed violations that would lead to license revocation under Article 44 of this Decree (as per Article 21 of Decree 07/2016/ND-CP).

Renewal Fee: According to Article 4 of Circular 143/2016/TT-BTC, the fee for re-issuance, modification, supplementation, or renewal of a license is 1,500,000 VND per license.

This process ensures tightness, transparency, and a clear timeframe, allowing foreign traders to be proactive in preparing for the representative office license renewal in Vietnam.

Consulting Services of Long Phan Consulting Company

To support clients in efficiently carrying out the representative office license renewal in Vietnam, Long Phan Consulting Company offers a professional consulting service package. We handle the entire process, from dossier preparation to receiving the final result.

At Long Phan Consulting Company, our team of legal experts will act on your behalf to perform the following tasks:

• Verify the conditions for license renewal.
• Review the current legal status of the representative office and advise on potential risks.
• Provide detailed guidance on the documents required from the parent company.
• Draft the application for renewal.
• Support and execute certified translation and consular legalization of foreign documents.
• Complete a full, accurate, and valid dossier as required by law.
• Submit the dossier to the competent state authority (Department of Industry and Trade or Management Board of an IP/EPZ/EZ) on your behalf.
• Pay the renewal fee as stipulated by the state.
• Monitor the dossier processing status at the state agency.
• Represent you to work with and provide explanations to the case officer upon request.
• Draft explanatory documents and supplement the dossier when necessary.
• Receive the renewed Representative Office Establishment License.
• Deliver the result to your location.
• Provide guidance on post-renewal procedures (if any).
• Advise on obligations regarding activity reporting and legal compliance during operation.

Using a professional service minimizes legal risks and saves time for your business when performing the representative office license renewal in Vietnam.

Frequently Addressed Topics for Representative Office License Renewal

To clarify the practical aspects of the renewal procedure, here are answers to common issues faced by businesses.

Consequences of Late Dossier Submission

Submitting the dossier later than the stipulated deadline (less than 30 days before expiry) is a violation of administrative procedures. The licensing authority has the right to refuse the dossier. If accepted, the primary risk is that the authority may not process it before the license expires, leading to an interruption of the office’s activities and potential administrative penalties.

Validity Period of a Renewed Representative Office License

By regulation, a renewed license is valid for 5 years, but it cannot exceed the remaining term of the foreign trader’s Business Registration Certificate (or equivalent document), if that document specifies an expiration date.

Common Reasons for Renewal Application Rejection

Frequent reasons for refusal include: an incorrect or incomplete dossier; the foreign trader no longer meeting the conditions (e.g., has ceased operations in its home country); the representative office not actually operating at the registered address; or the representative office failing to comply with activity reporting requirements during its previous operational period.

Continued Operation While Awaiting Renewal Results

Yes, if the trader has submitted a valid and timely renewal application, the representative office is permitted to maintain normal operations according to its registered functions until an official decision is issued by the licensing authority, even if the old license has expired.

Post-Renewal Obligations for the Business

The business must update the new license information with relevant agencies and partners, including the bank where the representative office holds an account, the social insurance agency, and service providers. A notarized copy of the new license should also be kept at the office.

Alternative Documents for a Non-Audited Financial Statement

In this case, the foreign trader can provide a document from a competent authority in its home country confirming the fulfillment of tax or other financial obligations for the most recent fiscal year.

Representation by a Law Firm or Consulting Unit

This is entirely possible. The foreign trader must issue a valid power of attorney to the consulting unit, authorizing them to represent the trader in carrying out the necessary procedures before the competent state authorities.

Conclusion

The procedure for the representative office license renewal in Vietnam is a legal process demanding precision and strict adherence to Vietnamese law. To protect your rights and ensure continuous operation, seeking in-depth advice from an experienced legal entity is the optimal solution. For detailed consultation and legal services, please contact Long Phan Consulting Company via Hotline: 1900 636 389 for prompt and professional support.

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• Establishment of representative offices of foreign companies in Vietnam
• Re-issuance of the License to establish representative offices of foreign traders
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