EASIER CHANGES TO FOREIGN REPRESENTATIVE OFFICE HEADS WITH OTIS LAWYERS

When to Change the Head of a Foreign Representative Office?

According to Clause 3, Article 15 of Decree 07/2016/ND-CP, changing the head of a foreign representative office is one of the cases requiring the adjustment of the office's operating license.

Situations for changing the head of a foreign representative office:

1. Appointment of a new head to ensure the operation and interests of the foreign merchant:

   - The head of the representative office of a foreign merchant is appointed and operates under the authorization of the foreign merchant. Therefore, the foreign merchant can terminate the current head’s appointment and assign a new one based on the authorization document or other agreements to ensure the merchant's operation and interests.

2. When the current head is unable to fulfill their duties:

   - If the head of the representative office is absent from Vietnam for more than 30 days without authorizing someone else to carry out their duties, or if the head dies, is missing, detained, imprisoned, or loses civil capacity, the foreign merchant must appoint a new head (based on Article 33 of Decree 07/2016/ND-CP).

Conditions for Changing the Head of a Foreign Representative Office

Generally, there are no specific conditions for changing the head of a foreign representative office. However, for the new head, the foreign merchant should note:

The head of a representative office of a foreign merchant must not concurrently hold the following positions:

- Head of a branch of the same foreign merchant;

- Head of a branch of another foreign merchant;

- Legal representative of the same or another foreign merchant;

- Legal representative of an economic organization established under Vietnamese law.

Legal basis: Clause 6, Article 33 of Decree 07/2016/ND-CP

Instructions for Changing the Head of a Foreign Representative Office

Vietnamese law does not specifically regulate the appointment process for the head of a representative office, leaving it to the foreign merchant’s discretion. Based on practical experience, OTIS LAWYERS provides the following guidelines:

1. Documentation for changing the head of a foreign representative office:

According to Article 16 of Decree 07/2016/ND-CP, the documentation includes:

- Application for adjustment of the head of the foreign representative office (Form MD-3, Circular 11/2016/TT-BCT)

- Document from the foreign merchant appointing the new head (notarized and translated into Vietnamese)

- Copy of the passport or ID card or citizen identification card (for Vietnamese) or passport (for foreigners) of the new head (notarized and translated into Vietnamese)

- Documents proving that the former head has fulfilled personal income tax obligations up to the change date (tax finalization declaration or confirmation of no tax debt from the tax authority)

- Original certificate of registration for the operation of the foreign representative office

2. Procedure for changing the head of a foreign representative office:

Step 1: Recruit a replacement head

Step 2: Issue the decision for the change and complete tax finalization according to legal requirements

- The appointment decision must be signed and sealed by the authorized legal representative of the foreign merchant.

To adjust the operating license of the foreign representative office (changing the head), the following procedure must be followed:

- File taxes and finalize personal income tax for the former head up to the change decision date at the tax department of the province (city) where the office is located

Step 3: Notify the Department of Industry and Trade where the representative office is located.

According to Clause 1, Article 17 of Decree 07/2016/ND-CP, within 60 working days from the date of the change specified in Article 15, the foreign merchant must adjust the establishment license of the representative office.

3. Timeframe for changing the head of a foreign representative office:

- Processing time: Within 03 working days from receiving the application, the licensing authority will check and request supplements if the application is incomplete or invalid. The request for additional documents is made only once during the entire process.

- Within 05 working days from receiving a complete application, the licensing authority will issue or refuse to issue the adjusted license for the representative office. If the adjustment is refused, a written explanation must be provided.

Legal basis: Clauses 3 and 4, Article 17 of Decree 07/2016/ND-CP

Authority: Licensing authority for the operation of the representative office

Additionally, businesses should note tasks to be completed after changing the head of the foreign representative office in Vietnam, such as:

- Keeping appointment decisions and employment contracts

- Filing personal income tax and insurance for the new head

- Updating digital signatures, bank accounts, and other related documents

Should You Consult a Lawyer for Changing the Head of a Foreign Representative Office?

Consulting a lawyer for the procedure of changing the head of a foreign representative office is essential. Hiring a lawyer ensures compliance with legal requirements regarding conditions, procedures, and documentation, avoiding unnecessary mistakes and saving time and costs (ensuring no administrative penalties).

- Legal consultation fees are not excessively high and are relatively affordable.

- The advice provided is comprehensive, with clear legal grounds and specific analysis for businesses to understand. Lawyers also offer guidance to ensure the most complete documentation.

OTIS LAWYERS currently offers reliable and responsible consultation services for changing the head of a foreign representative office, ensuring absolute satisfaction for our clients. At OTIS LAWYERS, we:

- Receive information from clients about the procedure for changing the head of the representative office

- Prepare the documentation for the procedure

- Act on behalf of clients to complete the procedure

- Receive and deliver results to clients after completing the procedure

This is OTIS LAWYERS’s consultation content for readers about changing the head of a foreign representative office and related issues. We hope this article is useful. If there is any unclear content or need for consultation services, please contact us for timely support from our team of experts!

For any questions or comments, please contact:

OTIS AND PARTNERS LAW FIRM

Office address: 2nd Floor, CT3 Building, Yen Hoa Park View Urban Area, No. 3 Vu Pham Ham Street, Yen Hoa Ward, Cau Giay District, Hanoi

Email: [email protected]

Hotline: 0987748111