Guidance on Franchise Registration in Vietnam

Guidance on Franchise Registration in Vietnam

Legal Basis

Law on Commercial No. 36/2005/QH11 dated June 14, 2005;
Decree No. 35/2006/ND-CP dated March 31, 2006 of the Government detailing the Law on Commercial on commercial franchising activities;
Decree No. 120/2011/ND-CP dated December 16, 2011 of the Government amending and supplementing administrative procedures in a number of Government Decrees detailing the Law on Commercial.

Procedure of Franchise registration

2.1. What is Franchise?

Franchise (Commercial franchise) means a commercial activity whereby franchisors permit and require franchisees to undertake by themselves to purchase or sell goods or provide services on the following conditions:

The purchase or sale of goods or provision of services shall be conducted in accordance with methods of business organization prescribed by franchisors and associated with the franchisors’ trademarks, trade names, business knows-how, business slogans, business logos and advertisements.
Franchisors shall be entitled to supervise and assist franchisees in conducting their business activities.

2.2. Cases in which registration of commercial franchising is not required

In the following cases, registration of commercial franchising is not required

Domestic commercial franchising;
Vietnam-to-overseas commercial franchising.

Therefore, only cases of franchising from abroad into Vietnam need to carry out franchise registration procedures. Cases in which registration of commercial franchising is not required must be reported to provincial-level Industry and Trade Departments.

2.3. Procedures for registering franchising

An intended commercial franchisor shall register franchising according to the following procedures:

Sending a dossier of application for registration of franchising to the competent state agency;
Within 5 working days after receiving complete and valid dossier, the competent state agency shall register franchising in the franchising register and notify in writing the traders of such registration.
Where the dossier is incomplete or invalid, the competent state agency shall, within 2 working days after receiving such dossier, notify such in writing to the intended franchisor for supplementation and completion of its dossier;
Past the time limits, if the competent state agency refuses to effect the registration, it must notify such in writing to the intended franchisor, clearly stating the reasons for refusal.

Procedures for registering contracts for transfer of rights to use industrial property objects are carried out in accordance with the provisions of law on industrial property.

2.4. Dossiers of application for registration of franchising

An application for registration of franchising, made according to the form guided by the Ministry of Trade.
A written introduction of franchising, made according to the form set by the Ministry of Trade.
Written certifications of:
Legal status of the party intending to franchise;
Industrial property right protection titles in Vietnam or a foreign country in case of licensing industrial property subject matters for which protection titles have been granted.

Where papers above are written in foreign languages, they must be translated into Vietnamese and notarized by domestic notaries public or Vietnam’s foreign-based diplomatic missions and consularly legalized according to the provisions of Vietnamese law

2.5. How to register

Submit the application directly to the Ministry of Industry and Trade.
Submit application via postal service

Reference

Website of the Ministry of Industry and Trade: https://moit.gov.vn/