FULL GUIDANCE ON UPDATING & CHANGING LEGAL REPRESENTATIVE ON REPRESENTATIVE OFFICE IN VIETNAM 2024

Saturday, 06/07/24

In the dynamic business landscape of Vietnam, foreign companies often establish Representative Offices (ROs) to facilitate their operations and explore market opportunities. A crucial aspect of maintaining an RO is ensuring that the Legal Representative information remains current and compliant with Vietnamese regulations. This comprehensive guide provides a detailed overview of the process for updating and changing the Legal Representative on a Representative Office License in Vietnam for the year 2024. It covers the reasons for making such changes, the step-by-step procedure, essential documents required, and key considerations for a smooth transition.

WHY NEED TO DO THE UPDATING THE LEGAL REPRESENTATIVE ON THE REPRESENTATIVE OFFICE LICENCE?

Updating the Legal Representative on the Representative Office License is a critical task for foreign companies operating in Vietnam. This section explores the various reasons why this process is necessary and the potential implications of failing to do so.

► Personnel Changes

Resignation or Departure: When the current Legal Representative resigns or leaves the foreign company, it becomes imperative to update the RO License. This ensures that the license accurately reflects the individual currently responsible for representing the company in Vietnam. Failure to update this information can lead to legal complications and hinder the RO's ability to conduct business effectively.
Transfer of Responsibilities: In some cases, the foreign company may decide to reassign the responsibilities of the Legal Representative to another individual within the organization. This internal restructuring necessitates an update to the RO License to accurately reflect the new role and duties of the appointed person. Maintaining this alignment between internal company structure and official documentation is crucial for smooth operations and compliance.
Internal Reorganization: Significant changes within the foreign company, such as mergers, acquisitions, or major restructuring, often require a change in the Legal Representative. These organizational shifts may result in new leadership or a redistribution of responsibilities, making it necessary to update the RO License to align with the new corporate structure.

► Compliance and Legal Requirements

Maintaining Compliance: One of the primary reasons for updating the Legal Representative information is to maintain compliance with Vietnamese regulations. Failure to keep this information current can result in non-compliance, potentially leading to penalties, fines, or even more severe legal consequences. By promptly updating the RO License, foreign companies demonstrate their commitment to operating within the legal framework of Vietnam.
Legal Representation: In Vietnam, only the designated Legal Representative has the authority to act on behalf of the foreign company. This individual serves as the primary point of contact for government authorities and is responsible for signing official documents. Ensuring that the RO License accurately reflects the person with this legal authority is crucial for the validity of any actions or decisions made on behalf of the company.
Communication and Coordination: Accurate information about the Legal Representative facilitates smoother communication and coordination between the RO and relevant Vietnamese authorities. This is particularly important when dealing with regulatory bodies, tax authorities, or other government agencies. Having up-to-date information ensures that official correspondence reaches the right person and that the RO can respond promptly to any inquiries or requests.

► Operational Continuity and Stability

Smooth Transition: Updating the Legal Representative ensures a smooth transition of responsibilities within the RO. This is particularly important when there are changes in personnel or company structure. A well-managed transition helps minimize disruptions to the RO's operations and maintains consistency in its interactions with local partners, clients, and authorities.
Business Continuity: Maintaining a valid and up-to-date RO License with the correct Legal Representative information is crucial for ensuring business continuity. It safeguards the RO's legal standing in Vietnam and allows it to continue its operations without interruption. This is particularly important for foreign companies that rely on their RO for market research, liaison activities, or other permitted functions in Vietnam.
Trust and Credibility: Keeping the Legal Representative information current reinforces the RO's trustworthiness and credibility in the eyes of Vietnamese partners, stakeholders, and authorities. It demonstrates the foreign company's commitment to transparency and compliance with local regulations. This can be particularly beneficial when building relationships with local businesses or engaging in negotiations with potential partners.

STEP BY STEP PROCEDURE FOR UPDATING THE REPRESENTATIVE OFFICE LICENCE 2024

Step

Guidance on procedure for updating the representative office licence 2024

Step 1:

Submission of Initial Application

The first step in updating the Legal Representative on the RO License is to prepare and submit an initial application. This application serves as a formal request to the relevant authorities to process the change.

Prepare a written application addressed to the Department of Planning and Investment where the RO is registered.
Include the following information in the application:
- Name and address of the foreign company
- RO License number
- Details of the current Legal Representative
Details of the new Legal Representative, including:
- Full name
- Nationality
- Passport details
- Position in the foreign company
- Address in Vietnam (if applicable)

It's crucial to ensure that all information provided in this initial application is accurate and aligns with the supporting documents that will be submitted in the next step.

Step 2:

Submission of Required Documents

After preparing the initial application, the next step is to gather and submit all required documents to support the request for updating the Legal Representative.

Document	Description
Decision of the foreign company's board of directors	Document appointing the new Legal Representative
Copy of current RO License	Existing license document
Personal documents of the new Legal Representative	Identification and legal status documents
Power of attorney	Authorization for a representative to complete the process

Ensure all documents are properly prepared, translated (if necessary), and notarized as required. Attention to detail in this step can significantly expedite the processing of your application.

Step 3:

Submission and Processing by DPI

Once all documents are prepared, the next step involves submitting them to the Department of Planning and Investment (DPI) for review and processing.

Submit the completed application form and all required documents to the DPI office where the RO is registered.
The DPI will review the submitted documents for completeness and accuracy.
Be prepared for the possibility that the DPI may request additional information or clarification on certain points.

Processing time can vary depending on the DPI's workload and the completeness of the submitted documents. It's advisable to follow up with the DPI periodically to check on the status of your application.

Step 4:

Issuance of New RO License

After successful review and approval of the submitted documents, the DPI will proceed with issuing a new RO License reflecting the updated Legal Representative information.

The new RO License will supersede the previous license.
The validity period of the new license will typically cover the remaining period of the original license's validity.
Carefully review the new license to ensure all details are correct, particularly the information regarding the new Legal Representative.

Step 5:

Notification and Confirmation

The final step in the process involves receiving notification from the DPI and confirming the receipt of the new RO License.

The DPI will notify the company upon issuance of the new RO License.
Upon receiving the notification, promptly collect the new license from the DPI office.
Carefully review all details on the new license to ensure accuracy.
If any discrepancies are found, immediately bring them to the attention of the DPI for correction.
Keep the new license in a secure location and make copies for record-keeping purposes.

It's important to note that the process of updating the Legal Representative may also require updating this information with other relevant authorities, such as tax offices or banks. Be sure to inform all necessary parties of the change to ensure smooth operations moving forward.

MUST HAVE DOCUMENTS FOR THE UPDATING & CHANGING LEGAL REPRESENTATIVE ON REPRESENTATIVE OFFICE PROCEDURE

LIST OF DOCUMENTS	DETAILS
Application forms for updating the license	The application form is the primary document that initiates the process of updating the Legal Representative. It serves as a formal request to the authorities and provides key information about the proposed change. Key components of the application form: Full details of the foreign company (name, address, registration number) Current RO License number Information about the current Legal Representative Details of the proposed new Legal Representative Reason for the change Ensure that the application form is: Filled out completely and accurately; Signed by an authorized representative of the foreign company; Accompanied by any required supporting documents.
Current legal documents of the Representative Office	Provide the current Representative Office License; The Department of Planning and Investment do not withdraw the current one. It means you will own all
Personal Documents of the New Legal Representative	These documents provide proof of identity and legal status for the individual being appointed as the new Legal Representative. Required personal documents typically include: Valid passport Must have sufficient remaining validity (usually at least 6 months) Clear copy of the biographical page Visa (if applicable) Required for non-Vietnamese citizens who need a visa to enter Vietnam Must be valid for the intended period of representation Notarized copy of identity card (if required) Some DPIs may require this in addition to the passport Must be notarized by a competent authority Ensure all personal documents are: Current and valid Clearly legible Properly notarized or certified as required
Power of Attorney	A Power of Attorney is necessary if the new Legal Representative is not present in Vietnam to complete the updating process in person. Key components of the Power of Attorney: Clear authorization for a specified individual to act on behalf of the foreign company Scope of authority granted (specifically for updating the RO License) Full details of the authorized individual Validity period of the authorization Ensure that the Power of Attorney is: Issued by the foreign company on official letterhead Signed by an authorized representative of the foreign company Notarized in the country of origin Translated into Vietnamese by a certified translator Notarized translation

Updating the Legal Representative on a Representative Office License in Vietnam is a crucial process that ensures compliance with local regulations and maintains the smooth operation of foreign businesses in the country. This comprehensive guide has outlined the key reasons for updating the Legal Representative, provided a detailed step-by-step procedure, and listed the essential documents required for the process in 2024.

By understanding the importance of keeping the RO License current and following the outlined procedures diligently, companies can avoid potential legal complications and maintain their good standing in Vietnam. The process, while detailed, is manageable when approached systematically and with proper preparation.

It's important to note that while this guide provides a thorough overview, the specific requirements and procedures may vary slightly depending on the location of the RO and the policies of the local Department of Planning and Investment. Therefore, it's always advisable to consult with a qualified legal professional or a reputable business advisor familiar with Vietnamese regulations for tailored guidance throughout the process.

Staying proactive in managing administrative requirements such as updating the Legal Representative demonstrates a company's commitment to compliance and can contribute to building strong, lasting relationships in the Vietnamese business environment. By maintaining accurate and up-to-date information on the RO License, companies can ensure they are well-positioned to capitalize on the opportunities presented by Vietnam's dynamic and growing economy.

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FULL GUIDANCE ON UPDATING & CHANGING LEGAL REPRESENTATIVE ON REPRESENTATIVE OFFICE IN VIETNAM 2024

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