Important notes on changing the head of a representative office of a foreign trader in Viet Nam

Currently, the change of the Head of a Representative Office of a foreign trader in Vietnam is a legal procedure that must be carried out in accordance with the law to avoid affecting the operations of the Representative Office. The Head plays an important role, therefore, any changes to this position must be notified to the competent state authority. This article outlines key legal and practical considerations when carrying out the procedure to change the Head of a Representative Office, helping foreign traders better prepare and ensure compliance with Vietnamese law. 

1. Completing the personal income tax declaration and payment for the former head of the representative office:  

 According to Article 16.1(b) of Decree No. 07/2016/ND-CP, the application for amending the License for Establishment of the Representative Office due to a change in the Head must include documents proving that the former Head has fulfilled their personal income tax obligations up to the time of the change. These documents may include the most recent quarterly personal income tax return and the payment authorization slip showing that the Representative Office has withheld and paid the former Head’s personal income tax to the tax authority. 

2. Returning the Work Permit if the Former Head is a Foreign National: 

Article 156.2 of the Labor Code 2019 stipulates that the termination of a labor contract is one of the conditions that renders a work permit invalid. Accordingly, Article 20.1 of Decree No. 152/2020/ND-CP states that an expired work permit must be revoked. In fact, Article 21.1 of the same Decree requires that within 15 days from the date the work permit becomes invalid, i.e., the date the labor contract is terminated, the foreign trader must retrieve the work permit and return it to the Department of Home Affairs, accompanied by a written explanation stating the reason for the revocation. 

3. Deadline for submitting the application for amendment of the Representative Office License: 

According to Article 17.1 of Decree No. 07/2016/ND-CP, the foreign trader must submit the application to amend the License for Establishment of the Representative Office within 60 working days from the date of change of the Head. This period may be calculated from the date of signing the agreement to terminate the labor contract with the former Head or the date of the appointment decision for the new Head. 

4. Application documents for amending the Representative Office License: 

Article 16.1 of Decree No. 07/2016/ND-CP provides the required components of the application, including 

• A written request for amendment of the License for Establishment of the Representative Office, signed by the authorized representative of the foreign trader; 

• A document from the foreign trader appointing the new Head of the Representative Office, translated into Vietnamese and notarized in accordance with Vietnamese law; 

• A copy of the passport or national ID card of the new Head, translated into Vietnamese and notarized according to Vietnamese law; 

• Documents proving that the former Head has fulfilled their personal income tax obligations, as mentioned in Section 1;

• The original License for Establishment of the Representative Office. 

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