Legal advices for closing Representative Office in Vietnam

We understand that your company, (hereinafter referred to as “Client”) is now seeking legal advices for closing Representative Office in Vietnam (hereinafter referred to as “R.O”). We therefore are grateful to present you our Legal Services Proposal for your review and consideration.

1. PROCEDURES FOR CLOSING RO

Under the Vietnam’s Decree No. 72/2006/ND-CP of the Government stipulating details of the Commercial Law on Representative Office (hereinafter referred to as “R.O”) and branch of foreign traders in Vietnam, the representative office of foreign traders in Vietnam will be terminated in some following cases:

1. Pursuant to proposal of foreign trader and having approval of competent authority;
2. Pursuant to the termination of such foreign trader in its home country;
3. The operating time of R.O has been expired and foreign trader does not make extension of operating time;
4. The operating time of R.O has been expired and foreign trader has not been allowed to operate continuously from the competent authority;
5. The license for establishing R.O has been revoked.

In order to close R.O in the case as mentioned in the Item a. above, Client must:

• Finalize and pay all the taxable, financial obligations to Vietnamese Government to close the tax code of R.O (if any);
• Finalize and pay all personal income tax of the Chief of R.O and all staffs and get certificate for finalizing such works,
• Liquidate all the employment contract and other contracts such as office leasing contract, the contract with some suppliers (if any);
• Pay all outstanding debts (if any);

2.Scope of works

Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. However, any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.

Roadmap for carrying out above scope of work can be described in details as follows:

1. Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within from 3 working days. The prepared documents shall then be sent to you for review, signing and seal.
2. Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the Notice of plan on closing R.O to the Department of Industry and Trade;
3. Termination of labor contract, finalization of personal income tax and termination of office lease contract: We shall assign our associate and experts to conduct research all existed documents regarding to matters incurred during operation of R.O including labor, tax, social insurance and office lease etc. Generally, it shall take us about 02 working days to complete documents review. S&B Law shall immediately advise Client if we need more time to fulfill the task. Upon completion of document review, S&B Law shall provide Client a Report detailing current status of Client and our recommendation for approaching each issue. Then, S&B Law shall assist Client to terminate labor contract with employee, settling legal matters regarding to personal income tax, social insurance and office lease contract in accordance with plan as approved by Client. Generally, it shall take us about 1-3 months to complete this work. S&B Law shall immediately advise Client if we need more time to fulfill the task.
4. Submission of official report on closing R.O to the Department of Industry and Trade. After completion of work items as described in the Item c, we shall submit official report on closing R.O to the Department of Industry and Trade.

3.  DELIVARABLES

The Deliverables will include documents prepared in English. Vietnamese Version shall be provided if the document is required for submission to licensing bodies. Client will review, approve and where necessary sign these documents.

4. PROFESSIONAL FEE

4.1. The Price for performing the S&B Law services as mentioned in Item 4 above will be as follows:

• Preparation and submission of Notice of plan on closing R.O and Official Report on closing R.O to Department of Industry and Trade of Ho Chi Minh City shall be: 1,500USD (One thousand and five hundred US Dollar only);
• Reviewing documents regarding to operation of R.O:  300USD (Three hundred US Dollar) for each of month from commencing operation of R.O up to the date of review.
• Finalizing Personal Income Tax, termination of labor contract and termination of office lease agreement: We shall advise upon completion of our documents review.

4.2. Services fee shall be paid to SBLaw as follows:

• Within 03 working days from the date of signing the legal service contract, Client will pay for S&B Law an advance payment which equivalent to 60% of the total estimated services fee.
• Client willpay the remained fee and other cost and disbursement incurred on Client’s behalf within 02 working days before submission of Official Notice on closing R.O.
• Client shall immediately notify S&B Law of when actual payment(s) will be made on the amount specified in the invoice(s). S&B Law will start working only upon receipt of payment of the respective invoice(s). Alternatively, S&B Law reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, S&B Law reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by SBLaw.