1. Legal grounds
– Circular 04/2016/TT-BCT
– Decree 120/2011/ND-CP
– Decree 35/2006/ND-CP
– Circular 09/2006/TT-BTM

2. Definition:
Pursuant to Article 284 of the Commercial Law 2020, commercial franchising is understood as:
Franchising is a commercial activity whereby the franchisor permits and requires the franchisee to conduct the purchase and sale of goods and provision of services on his own under the following conditions:
1. The purchase and sale of goods and provision of services shall be conducted in accordance with the business organization method prescribed by the franchisor and are associated with the trademark, trade name, business secret, and business slogan. , business logo, advertising of the franchisor;
2. The franchisor has the right to control and assist the franchisee in running the business.”

3. Characteristics of foreign traders’ franchising and conditions for franchising from abroad into Vietnam
a. Characteristics
– About the subject:
A franchisee is a legally, financially and investment independent business that accepts the risk of the capital spent to engage in the franchisor’s franchise system. Because of its legal independence, the franchisee when conducting franchising activities must bear independent legal responsibility from the franchisor for its business activities. However, there is always a close relationship between the franchisor and the franchisee, and the franchisor must always support, help and protect the relationship with the franchisor.

– About the object:
The object is very rich, can be business know-how, trade name, trademark, business technology, …

– On the franchisor’s ongoing supervision and support to the franchisee
The franchisor may periodically or irregularly inspect the franchisee’s exercise of commercial rights in order to ensure the consistency of the franchise system and the stability of the quality of goods and services. In addition to inspection and supervision, the franchisor is also obliged to provide necessary support to the franchisee during the franchising process to help the franchisor properly conduct business and operations. effective bussiness.
b. Conditions for franchising from abroad into Vietnam:
The business system intended to be used for franchising has been in operation for at least 1 year.

4. Order and procedures for commercial franchising registration of foreign traders
Step 1: Submit application for registration of commercial franchising directly or by post to the Ministry of Industry and Trade;

Step 2: After receiving the application, the Ministry of Industry and Trade will check the validity and completeness of the application. Within 02 working days from the date of receipt of the dossier, the Ministry of Industry and Trade will issue a written notice to the trader to supplement and complete the dossier. In case of refusal of registration, a written notice must be given to the intended franchisor, clearly stating the reasons therefor.

In case the dossier is incomplete or invalid, within 02 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall issue a written notice to the intended franchisor to supplement and complete the dossier.

Step 3: Within 05 working days from the date of receipt of complete and valid dossiers, the Ministry of Industry and Trade shall register commercial franchising activities in the Franchise Register and issue a Notice of Approval. register commercial franchising activities and send traders about such registration.

Step 4: After fulfilling the responsibility to pay the fee, the organization receives the Notice directly at the Ministry or by post.

5. Dossier for registration of commercial franchising of foreign traders

– An application for registration of commercial franchising, made according to form MD-1 in Appendix II issued together with Circular 09/2006/TT-BTM;
-The introduction of commercial franchising according to the form in Appendix III issued with Circular 09/2006/TT-BTM (need consular legalization);
-Copy of the business registration certificate or equivalent document of the foreign trader certified by the competent authority where the foreign trader is established;
-Copies from the original register or a certified copy or a copy to be presented with the original for comparison of the protection document of industrial property rights in Vietnam or abroad in the case of licensing of the objects. protected industrial property object;
– Papers proving the consent of the original franchisor to allow re-franchising in case the trader registering for franchising is a secondary franchisor.

The above is the advice of Khoa Tin Law on: “Foreign business franchising”

In case customers have unclear issues or need to discuss further, please call us immediately at 0983.533.005 for a free consultation.

Best regards./.