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ESTABLISHMENT OF COMPANY BRANCHES FOREIGN CONSTRUCTION IN VIETNAM
Foreign enterprises, especially construction companies wishing to establish their branches in Vietnam, must comply with the provisions of Vietnamese law. So what are the conditions, documents and procedures for establishing a branch of a foreign construction company in Vietnam? Let’s follow the article below to understand the basic and necessary information.
Legal bases for establishing a branch of a foreign construction company in Vietnam
According to the provisions of Clause 7, Article 3 of the Commercial Law, branches of foreign traders in Vietnam are dependent units of foreign traders, established and conducting commercial activities in Vietnam in accordance with the provisions of Vietnamese law or treaties to which Vietnam is a contracting party. Therefore, in case a competent authority grants a branch establishment license in Vietnam, for some expected contents of branches mainly related to the field of construction activities and related technical services, when participating in construction activities, the above-mentioned branches of foreign traders in Vietnam must satisfy the conditions on operational capacity as prescribed in:
- Construction Law;
- Decree 59/2015/ND-CP on management of construction investment projects;
- Circular 14/2016/TT-BXD guiding the issuance of construction licenses and management of foreign contractors engaged in construction activities in Vietnam;
- Circular 17/2016/TT-BXD guiding the capacity of organizations and individuals participating in construction activities; other provisions of relevant law.
Conditions for establishing branches of foreign construction companies in Vietnam
Foreign construction enterprises shall be licensed to establish branches in Vietnam when satisfying the following conditions:
- Legally established and registered in the host country which is a party to international treaties to which Vietnam is a signatory;
- Have been operating for at least 5 years from the date of establishment/business registration;
- If there is an operation term, the remaining term is at least 01 year from the date of submission;
- The operation of the branch is in accordance with the commitment to open the market of Vietnam and its business lines;
- In case of non-conformity of commitments or non-parties to international treaties of Vietnam, the approval of the Minister of Specialized Management is required.
Dossier of establishment of a branch of a foreign construction company in Vietnam
According to Decree 07/2016/ND-CP, a dossier of establishment of a branch of a foreign construction company in Vietnam includes:
– An application for a branch establishment license according to the form of the Ministry of Industry and Trade;
– Certified medical copy and Vietnamese translation of the Certificate of Business Registration of the foreign enterprise;
– Document appointing/appointing the head of the branch for Vietnamese translation;
– Financial statements with the latest audited Vietnamese translation;
– Charter of operation of Vietnamese translation branch;
– Certified copy of passport/ID card/CCCD of the head of the branch;
– Documents about the proposed location:
- A copy of the memorandum of understanding/site lease agreement/copy of documents proving that the trader has the right to exploit and use the location to set up the branch office;
- A copy of documents about the proposed location of the branch headquarters.
– Written authorization if the foreign enterprise authorizes another person to carry out the procedure.
Note: All foreign documents must be consular legalized, translated and certified in accordance with the provisions of Vietnamese law.
Procedures for establishing a branch of a foreign construction company in Vietnam
The order and procedures for establishing branches of foreign construction companies as guided in Article 13 of Decree 07/2016/ND-CP are as follows:
Step 1: The applicant submits the application in person / by post / online submission (if eligible) to the Ministry of Industry and Trade.
Step 2: Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request additional if the dossier is incomplete and valid. Required to supplement the application up to 01 time during the application processing process.
Step 3: Within 07 working days after receiving a complete and valid dossier, the Ministry of Industry and Trade shall issue a written notice of issuance or non-issuance of a branch establishment license to foreign traders. In case of refusal to license, a written statement clearly stating the reasons therefor must be provided.
Step 4: In case the operation contents of the branch are not in accordance with the commitments of Vietnam or foreign traders not belonging to countries or territories acceding to treaties to which Vietnam is a contracting party, the Ministry of Industry and Trade shall send a written request for opinions of the Minister of Specialized Management (Ministry of Construction) within 03 working days from the date of receipt sufficient valid documents.
Within 05 working days from the date of receipt of the document from the Ministry of Industry and Trade, the Minister of Specialized Management (Ministry of Construction) shall clearly state his agreement or disagreement with the issuance of a branch establishment license.
Within 05 working days from the date of receipt of the written statement from the Minister of Specialized Management (Ministry of Construction), the Ministry of Industry and Trade shall grant or not grant a branch establishment license to a foreign construction enterprise. In case of refusal to license, a written statement clearly stating the reasons therefor must be provided.
For a comprehensive advice, please contact:
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- vphn@siglaw.com.vn
- vphcm@siglaw.com.vn
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