Notables on the procedures for extension and modification of the representative office establishment license of a foreign trader

Law on Commercial Law 2005 permits foreign traders to establish representative offices in Vietnam to conduct trade promotion activities within the scope allowed by this Law. Accordingly, Article 9.1 of Decree No. 07/2016/ND-CP stipulates that the Representative Office Establishment License has a validity period of up to 05 years, but must not exceed the remaining validity term of the foreign trader’s Business Registration Certificate. Therefore, representative offices should take note of the appropriate timeframe for conducting extension procedures.  

Additionally, during the operation of the representative office, if any circumstances arise that necessitate a modification to the Representative Office Establishment License, the foreign trader must comply with the relevant procedures. Consequently, when requesting for an extension or modification of the Representative Office Establishment License, foreign traders should consider the following matters: 

1. Extension of the Representative Office Establishment License

Article 21 of Decree No. 07/2016/ND-CP provides that a foreign trader is entitled to request an extension of the Representative Office Establishment License upon the expiration of the license. Accordingly, Article 23.1 of Decree No. 07/2016/ND-CP stipulates that the extension request must be submitted at least 30 days before the expiration date of the license. 

Furthermore, Article 22 of Decree No. 07/2016/ND-CP specifies that the extension request dossier must include a Business Registration Certificate of the foreign trader, which must be legalized by an overseas Vietnamese diplomatic mission. Therefore, foreign traders should be mindful of the deadlines for preparing the required documents in compliance with the regulations. 

2. Amendment of the Representative Office Establishment License

Article 15 of Decree No. 07/2016/ND-CP stipulates that a foreign trader must carry out procedures for modification of the Representative Office Establishment License in the following cases: 

• Change of name or registered address of the foreign trader in its home country; 

• Change of the Head of the Representative Office or any information recorded on the Representative Office Establishment License concerning the Head of the Representative Office, such as passport details, identity card/citizen identification number, etc.; 

• Change of the name of the Representative Office; 

• Change of contents of activities of the Representative Office; 

• Change of the registered address of the Representative Office within the same province or centrally governed city. 

Additionally, Article 17.1 of Decree No. 07/2016/ND-CP requires the foreign trader to carry out modification procedures within 60 working days from the date of such changes.  

Failure to modify the license in a timely manner may result in administrative penalties ranging from VND 20,000,000 to VND 40,000,000, in accordance with Article 3.1(b) of Decree No. 17/2022/ND-CP and Article 67 of Decree No. 07/2016/ND-CP.  

Moreover, Decree No. 07/2016/ND-CP establishes that the extension and modification procedures are two distinct processes. Thus, in cases where a foreign trader intends to submit requests for both extension and modification simultaneously, there is a possibility that the competent authority may not accept the combined submission. Accordingly, foreign traders must carry out these procedures separately. The above are key points that foreign traders should consider when conducting the procedures for extension or modification of Representative Office Establishment License. 

See more:

1/ Notable to obtain a work permit for legal representative who is a foreigner

2/ Appointing Foreign Nationals as Legal Representatives under Intra-Corporate Transfer: Requirements on Residence, Position, and Work Permits

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