Amendment of certificate of operation of a branch office of a foreign invested company

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branch office of a foreign invested company

We refer with thanks to the conservation from which we were requested to provide legal advices regarding to amendment of certificate of operation of a branch office of a foreign invested company in Hanoi to reflect change of address (hereinafter referred to as “Client”). We, therefore, are grateful to present you our Legal Services Proposal for your review and consideration.

1. OUR PRELIMINARY COMMENTS

Under Vietnam Law, it is possible for a branch office of a Foreign Invested Company to register for change of its office address. It shall take about two weeks from submission of application dossier to the competent authority for completion of the licensing process. However, in case the branch office involves with an independent investment project, the licensing process may be longer, about 30 working days from the submission of application dossier to the competent authority.

By the way, we also would like to note that at the time of applying for amendment of Certificate of operation of the Branch Office, Hanoi Department of Planning and Investment will review the actual operation of Client up to the submission date. Therefore, approval for amendment of Certificate of operation of the Branch Office may be subjected to following factors:

–           Compliance with Vietnam regulatory of Client during the operation. According to our practical experience in similar previous case, generally, the competent authority shall mainly review following matters:

  • Compliance on report of operation of the Branch Office;
  • Compliance on tax obligation;
  • Compliance on Labor matters;
  • Compliance on business activities (if any);

–                     The new office address must be compliant with master plan of the Competent Authority. Client must provide sufficient documents for proving new office’s satisfaction of (i) conditions for office leasing; (ii) fire prevention and protection, and (iii) construction.

2.Scope of works

Generally, with regard to amendment of Investment Certificate, our scope of work shall be as follows:

SCOPE OF SERVICES
Preparation of the application documents:

  • Notifying application documents required in accordance with Vietnamese law;
  • Drafting application documents required for submission purpose including application, power of attorney, board resolutions in English language;
  • Liaising with you to discuss the draft application documents;
  • Amending the application documents based on your comments;
  • Obtaining preliminary comments from the licensing authority on the draft application documents;
  • Finalizing the application documents following comments from the licensing authority; and
  • Translating the final version of the application documents into Vietnamese for execution.
Licensing procedures:

  • Submitting the application dossier to the licensing authority on your behalf;
  • Monitoring and following up with the relevant authorities on the approval process;
  • Keeping you updated on the developments and additional requirements, if any; and
  • Assisting you in obtaining the amended Certificate of operation of Branch Office.
Post-licensing procedures:

  • Placing an announcement on the amendment of Certificate of operation of Branch Office in the newspaper;
  • Updating the Registration of Tax Code Registration of the Branch Office.

 

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 5 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 application dossier to Hanoi Department of Planning and Investment for Amendment of Certificate of operation of Branch Office;
  3. Process for amendment of Certificate of operation of Branch Office: It shall take about 02 weeks to complete the licensing process. However, in case the branch office involves with an independent investment project, the licensing process may be longer, about 30 working days from the submission of application dossier to the competent authority.

3. PROFESSIONAL FEE

The Price for performing the SB Law services as mentioned in item 4 above will be as 13,000,000 VND (Thirteen million Vietnam Dong), inclusive of VAT (10%).

The service fees do not include bank fees for receipt, deposit or transfer of funds and/or cost for translation of documents from English into Vietnamese (if any): 200,000VND/150 words.

Services fee shall be paid to SB Law as follows:

–               Within 03 working days from the date of signing the legal service contract, Client will pay for SB Law an advance payment which equivalent to 65% of the total estimated services fee.

–               Client willpay the remained fee and other cost and disbursement incurred on Client’s behalf within 05 working days from completion of the services under the legal service Contract.   

–                Client shall immediately notify SB Law of when actual payment(s) will be made on the amount specified in the invoice(s). SB Law will start working only upon receipt of payment of the respective invoice(s). Alternatively, SB 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, SB 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 SB Law.