What is an executive office? What are the documents and procedures for establishing an executive office of a foreign investor in a BCC business cooperation contract?
Legal basis
- Investment Law No. 61/2020/QH14;
- Circular No. 31/2021/TT-BKHĐT stipulates the forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment promotion.
What is an executive office?
The executive office is established and operates in accordance with the provisions of the Investment Law 2020. The founding entity of the executive office is a foreign investor in a BCC contract with the main task of implementing the BCC contract.
This is a form of foreign investor’s office, registered to operate based on the signing of a BCC contract between the parties for the purpose of cooperation and profit sharing, product sharing according to the provisions of law without having to establish an economic organization.
The executive office exists only during the contract period and is dissolved upon the expiration of the contract.
The executive office of a foreign investor has a seal, is allowed to open a bank account, sign contracts, recruit employees and carry out business activities according to the rights and obligations specifically stipulated in the BCC contract and the certificate of establishment of the executive office.
Procedures and documents for establishing an executive office of a foreign investor
➨ Documents for establishing an executive office of a foreign investor
The dossier for establishing an executive office under a BCC contract includes:
- Application for establishment of executive office (according to form AI8);
- Decision of foreign investor in BCC contract on establishment of executive office in Vietnam;
- Copy of decision appointing head of executive office;
- Copy of BCC contract;
- Authorization letter for the person performing the procedure (if any).
>> FREE DOWNLOAD: Form AI8 – Application for establishment of executive office.
Note:
The registration document for establishing an executive office must include the following specific contents:
- Name of executive office in Vietnam;
- Executive office address;
- Content of activities, duration and scope of activities of the executive office;
- Full name, residential address, ID card/CCCD/passport number of the head of the executive office.
➨ Receiving agency and processing time
Agency receiving documents: Management Board of the proposed location of the executive office.
Processing time:
- After submitting the application to the Project Management Board, within 15 days from the date of receiving valid application, the Management Board will issue a certificate of registration of the executive office operation to the foreign investor in the signed BCC contract. On the appointment date, the individual or organization brings the receipt to the registration agency to receive the result;
- In case the dossier needs to be adjusted or supplemented, the registration authority will issue a document to adjust or supplement.
Compare executive office and representative office
Many investors often confuse the executive office with the representative office. But in fact, the executive office is not the representative office of the enterprise. The clear difference between the executive office and the representative office is shown through the detailed characteristics in the following table:
| Difference between executive office and representative office | ||
| Comparison criteria | Executive Office | Representative office |
| Legal basis | Established and operating under the provisions of the Investment Law 2020 | Established and operating under the provisions of the Enterprise Law 2020 |
| Founding entity | Foreign investors in BCC contracts | Vietnamese enterprises or foreign invested enterprises |
| Purpose of establishment | Management and operation of project activities in BCC contract | Carry out activities authorized by the business such as: marketing, customer care… |
| Function | Sign contracts and conduct business activities within the scope of the provisions of the BCC contract and the certificate of registration for establishment of the executive office. | Not to enter into any contracts and not to conduct any business activities of the enterprise |
| Stamp | Has a seal | Representative offices are not required to carve seals, however, businesses can still carve their own seals for use. |
| Termination of operations | Must be terminated when the BCC contract expires. | Termination of operations at the request of the business |
In short:
- The executive office is similar to an independent legal entity, established to execute the BCC contract and perform business functions such as transactions and contract signing according to the rights and obligations stipulated in the BCC contract and the certificate of registration of establishment;
- A representative office is a subsidiary unit of an enterprise, has a tax code, and is responsible for representing the interests of the enterprise by authorization and also protecting those interests. A representative office does not perform the business functions of the enterprise but is only a place for transactions and marketing.
Above, fdiinvietnam.com has shared with you the process and procedures for establishing an executive office in Vietnam for foreign investors. If you need more information or advice on fdiinvietnam.com’s legal services, please contact 0978 578 866 (North) – 033 9962 333 (Central) – 033 9962 333 (South) for support.
Some questions about foreign investor’s executive office
1. What is the subject of the executive office?
The entity establishing the executive office is the foreign investor in the BCC contract with the main task of managing and operating the investment project activities in the BCC contract.
2. What documents are required to establish an executive office?
The documents required to establish an executive office include:
- Registration document for establishment of executive office;
- Decision of foreign investor in BCC contract on establishment of executive office in Vietnam;
- Copy of decision appointing head of executive office;
- Copy of BCC contract;
- Authorization letter for the person performing the procedure (if any).
>> FREE DOWNLOAD: Form AI8 – Application for establishment of executive office.
Investors submit documents to establish an executive office at the Management Board where the executive office is expected to be located.
Investors submit documents to establish an executive office at the Management Board where the executive office is expected to be located.
4. How long does it take to process an application to establish an executive office in Vietnam?
Within 15 working days, the investment agency will process the application and issue a certificate of registration of the executive office to the foreign investor in the BCC contract.
5. Is the executive office a representative office?
No. Since the executive office is responsible for executing the BCC contract, the representative office is responsible for representing the interests of the enterprise by authorization and at the same time protecting those interests.
Call us at 0978 578 866 (North) – 033 9962 333 (Central) – 033 9962 333 (South) for support.