What are procedures for grant of an establishment license and an operation registration certificate for a foreign arbitration institution’s branch or representative office in Vietnam?
Under Articles 21 and 22 of Government Decree 63/2011/ND-CP dated July 28, 2011, detailing and guiding a number of articles of the Law on Commercial Arbitration; and Article 1 of Government Decree 124/2018/ND-CP dated September 19, 2018, amending a number of articles of Decree 63/2011/ND-CP, a foreign arbitration institution that wishes to establish a branch or representative office in Vietnam has to send a dossier of application for a branch or representative office establishment license to the Ministry of Justice.
Within 45 days after receiving a valid dossier and payment for license issuance fee as prescribed, the Ministry of Justice will consider granting a branch or representative office establishment license to the foreign arbitration institution. In case of refusal, it will notify such in writing.
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A dossier of application for a branch establishment license must comprise:
(i) An application for a branch establishment license;
(ii) An authenticated copy of the charter of the foreign arbitration institution;
(iii) A paper proving the branch head’s permanent residence in Vietnam.
A dossier of application for a representative office establishment license must comprise:
(i) An application for a representative office establishment license;
(ii) An authenticated copy of the charter of the foreign arbitration institution.
The application for a branch or representative office establishment license mentioned above must be in Vietnamese while foreign-language papers accompanying the application must be translated into Vietnamese and their Vietnamese translations must be authenticated in accordance with Vietnam’s law.
Papers issued by foreign authorities or authenticated abroad must be consularly legalized in accordance with Vietnam’s law, except those exempt from consular legalization under treaties to which the Socialist Republic of Vietnam is a contracting party.
A foreign arbitration institution’s branch or representative office establishment license takes effect from the date of its signing.
After obtaining its establishment license, a foreign arbitration institution’s branch is required to register its operation in Vietnam while a foreign arbitration institution’s representative office has to notify its establishment in Vietnam.
The registration of operation of a foreign arbitration institution’s branch in Vietnam will be carried out as follows:
Within 60 days after obtaining its establishment license, the branch will register its operation with the provincial-level Justice Department of the locality where it is located. A dossier for branch operation registration must comprise:
(i) An application for operation registration;
(ii) An authenticated copy of the branch establishment license or a copy of the license, enclosed with the original for collation.
Within 10 working days after receiving a valid dossier and payment for operation registration fee according to regulations, the provincial-level Justice Department will grant an operation registration certificate to the branch, and the branch may commence its operation from the date of grant of such certificate.
Within seven working days after granting an operation registration certificate to the branch, the provincial-level Justice Department will send a copy of such certificate to the Ministry of Justice.
Within 30 days after obtaining an operation registration certificate, the branch will publish an operation announcement on three consecutive issues of a central daily or a daily of the locality where its operation registration is made.
The notification of establishment of a foreign arbitration institution’s representative office in Vietnam will be carried out as follows:
Within seven working days after obtaining its establishment license, the representative office will have to notify in writing its establishment to the provincial-level Justice Department of the locality where it is located. A dossier for notification must comprise:
(i) A notice of establishment of the representative office;
(ii) An authenticated copy of the representative office establishment license. In case the representative office submits a copy of the license, it has to enclose it with the original license for collation.
What are procedures for modification of an establishment license or operation registration certificate of a branch or representative of a foreign arbitration institution in Vietnam?
Under Article 23 of Decree 63/2011/ND-CP, a foreign arbitration institution’s branch or representative office in Vietnam that wishes to have its establishment license or operation registration certificate modified has to carry out the following procedures:
In case of changing the name or field of operation, a foreign arbitration institution’s branch in Vietnam must send to the Ministry of Justice a dossier comprising:
(i) A written request for modification of the establishment license;
(ii) The original establishment license and paper(s) relevant to the change (if any).
Within 15 working days after receiving a dossier of request for modification, the Ministry of Justice will consider issuing a written approval. In case of refusal to issue a written approval, it will notify such in writing.
Within 15 working days after receiving a written approval of modification of the establishment license, the branch will register the modification with the provincial-level Justice Department of the locality where it is located. A dossier for modification registration must comprise:
(i) A written request for modification of the operation registration certificate;
(ii) The original operation registration certificate;
(iii) An authenticated copy of the branch establishment license or a copy of the license, enclosed with the original for collation.
The provincial-level Justice Department where the modification is registered will include modified contents in the branch operation registration certificate.
In case of changing the branch head or relocating the branch within a province or centrally run city, within seven working days after the change or relocation is decided, the branch must notify in writing such change or relocation to the Ministry of Justice and send a dossier of request for registration of modification of the operation registration certificate to the provincial-level Justice Department where its operation registration has been made. Such a dossier must comprise:
(i) A written request for modification of the operation registration certificate;
(ii) The original operation registration certificate;
(iii) An authenticated copy of the branch establishment license or a copy of the license, enclosed with the original for collation.
In case of relocating to another province or centrally run city, the branch must send a notice of relocation to the provincial-level Justice Department that has granted its operation registration certificate and send a dossier for operation registration to the provincial-level Justice Department of the locality to which it is relocated. Such a dossier must be the same as the initial operation registration dossier specified in the above answer.
For a representative office, in case of changing the head or relocation within a province or centrally run city, within seven working days after the change or relocation is decided, the representative office must notify in writing such change or relocation to the Ministry of Justice and provincial-level Justice Department of the locality where it is located.
In case of relocation to another province or centrally run city, the representative office must send a notice of relocation to the provincial-level Justice Departments of the localities from which and to which it is relocated, respectively. A dossier for relocation notification to be sent to the provincial-level Justice Department of the locality to which it is relocated must comprise:
(i) A notice of relocation of the representative office;
(ii) An authenticated copy of the representative office establishment license or a copy of the license, enclosed with the original for collation.-
