We understand that your foreign company (“Client”) is seeking legal advice on establishment of a Representative Office in Hanoi City, Vietnam (hereinafter referred to as the “R.O”).
We therefore are grateful to present you our Legal Services Proposal for your review and consideration.
1. OUR COMMENTS
1.1.Scope of operation of RO
The operation of a representative office shall be solely confined to the conduct of liaison activities, market research, and promotion of its head office’s businesses.
1.2.Procedure for setting up of RO of foreign trader
– Step 1: To obtain License for establishment of R.O
– Step 2: To notify representative office establishment information on the newspaper
– Step 3: To obtain Tax Code Registration
– Step 4: To obtain Certificate of Seal Sample Registration
1.3. Heads of representative offices
– Head of R.O may be Vietnamese or foreigners.
– The Head of the representative office shall be responsible for his/her action and the operation of the representative office to his/her head office within the power of attorney.
– The head of a representative office shall not concurrently hold the following titles:
+ The head of a branch of the same foreign traders;
+ The head of a branch of another foreign trader;
+ The legal representative of the same foreign trader or others;
+ The legal representative of a business organization incorporated in accordance with the Laws of Vietnam.
By January 30th of each year, R.O shall submit operation status reports using the form stipulated by the Ministry of Industry and Trade to the licensing agency by post.
2. SCOPE OF WORK AND PERFORMANCE TIME
2.1. The roadmap for setting up the R.O can be described in details as follows:
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 4 working days. The prepared documents shall then be sent to you for review, signing and seal.
Obtaining License of Representative Office Establishment: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. Within 15 working days from submission of application dossier to Licensing Agency, we shall obtain License of Representative Office Establishment for Client.
Post licensing: Within 20 working days we shall complete the post licensing procedures including:
Announcement on establishment of representative office;
Obtaining Tax Code Registration Certificate;
Obtaining Seal sample Registration Certificate.
For avoidance of any doubts, in practice, the administrative procedures may take longer than expected since the competent authority must consult relevant ministries before granting the Representative Office Establishment Certificate. In such a case, SB Law shall make reasonable efforts to accelerate the progress in order to obtain the approvals at the earliest as possible.
3.SCOPE OF WORKS
SB Law’s scope of works shall include:
3.1. Preparation of the application documents:
- Notifying application documents required in accordance with Vietnamese law;
- Drafting application documents required for submission;
- Liaising with the Client 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
- Translate dossier into Vietnamese for submission
3.2. 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; and
- Assisting you in obtaining Operation Registration Certificate
3.3. Post-licensing procedures:
- To announce information for setting up R.O on the newspapers.
- Tax Code Registration Certificate;
- To obtain seal sample registration certificate
4.1.The Professional fee for performing the SB Law services as mentioned in Section 3 above will be 1.500 USD (One thousand five hundred US Dollars).
Our cost is exclusive of 10% VAT, cost for translating your documents from English into Vietnamese (10USD/150 words), and other cost and fee incurred on Client’s behalf.
4.2.Services fee shall be paid to SB Law as follows:
- Within 05 working days from the date of signing the legal service contract, Client will pay for SB Law an advance payment which equivalent to 60% of the total estimated services fee.
- Client will pay the remained fee and other cost and disbursement incurred on Client’s behalf within 05 working days from SB Law completed its works.
- 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.
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