Question:
My company is currently preparing the dossier to establish a Representative Office in Ho Chi Minh City, and I have encountered some issues. I would appreciate it if you could guide me on how to proceed in accordance with regulations:
1. Based on the reference template on the department’s website, regarding the appointment of the head of the Representative Office, I’m not sure whether to mention the decision made by the Board of Directors (signed by the Chairman of the Board) or to mention the Director’s decision (signed by the Director). The template indicates to mention the Director’s decision and sign it, but in Article 2, the content mentions the Director (legal representative) and Mr./Ms. …… (the head of the Representative Office) responsible for executing this Decision
2. For the attached documents below, I’m unsure which ones require signatures, seals, and overlapping seals, and which ones only require signatures without seals or overlapping seals:
1. Notice of registration of Representative Office activities;
2. Decision of the Board of Directors regarding the registration of Representative Office activities;
3. Minutes of the Board of Directors meeting regarding the registration of Representative Office activities;
4. Decision to appoint the head of the Representative Office.
3. Regarding the Decision to appoint the head of the Representative Office, how should the company prepare a certified copy?
4. Number of sets of documents required: Only 1 set?
Answer:
– According to point d, clause 3, article 162 of Law of Enterprise 2020 “3. The Director or General Director possesses the following rights and obligations:
d) Appoint, remove, and discharge managerial titles within the company, except for titles under the authority of the Board of Directors”. Thus, the decision to appoint the head of the Representative Office falls within the jurisdiction of the Director/General Director.
– Business registration dossiers do not require an overlapping seal. In cases where the signature section of the documents specifies “Signed, with full name and stamped,” it is recommended for the company to affix a seal.
– According to clause 1, article 31 of Decree No. 01/2021/NĐ-CP regarding business registration, the dossier for registering Representative Office activities includes a certified copy of the legal documents of individuals responsible for the branch or representative office. Therefore, the company can submit either the original or a certified copy of the decision to appoint the head.
– The company only needs to submit 1 set of documents to the Business Registration Office.
