Client is now seeking legal advices for closing Representative Office in Hanoi, 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:
a. Pursuant to proposal of foreign trader and having approval of competent authority;
b. Pursuant to the termination of such foreign trader in its home country;
c. The operating time of R.O has been expired and foreign trader does not make extension of operating time;
d. The operating time of R.O has been expired and foreign trader has not been allowed to operate continuously from the competent authority;
e. The license for establishing R.O has been revoked.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.
2.1.Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese law;
Drafting application documents required for submission purpose 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.
2.2.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;
Roadmap for carrying out above scope of work can be described in details as follows:
a. 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.
b. 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;
c. 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, SBLaw shall provide Client a Report detailing current status of Client and our recommendation for approaching each issue. Then, SBLaw 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. SBLaw shall immediately advise Client if we need more time to fulfill the task.
d. 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.
