Registering a foreign NGO in Vietnam – challenges and strict requirements.

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Registering a foreign NGO in Vietnam – challenges and strict requirements

Foreign NGOs (Non-Governmental Organizations) have a history of providing aid and support to Vietnam in many areas, particularly where socio-economic development has been needed the most. Focus areas have included healthcare, education, agricultural and rural development, community support, social problems, protection of natural resources and the environment, with total aid provided estimated at USD250 million. From a statutory perspective however, the process of registering a foreign NGO in Vietnam is complex and sometimes extremely difficult, as the authorities assess each project on an individual basis before granting the NGO status and required operating licenses.

In the following article we cover the operational entity forms that foreign NGOs can adopt in Vietnam, and the practical processes to obtain the necessary registrations and government approvals required for the NGO to be legal and compliant.

Definition and status

NGOs cover a wide range of social entities, programs, institutions and associations that are entirely or largely independent of the government and have a primarily humanitarian or cooperative scope, rather than a commercial objective. In Vietnam, NGOs can be generally divided into two groups, including:

  • NGOs established under Vietnamese law, and
  • Foreign NGOs who seek to operate/register to operate in Vietnam

This article focuses on the technical information and detailed procedures for registering a foreign NGO in Vietnam.

Under Decree 12/2012/ND-CP on registration and management of activities of foreign NGOs in Vietnam (Decree 12), a foreign NGO is an organization that:

  • Operates in the form of non-governmental organizations, non-profit organizations, social funds, private funds, or other social or non-profit organizations
  • Is established under foreign laws, and
  • Has the operational scope of carrying out development assistance and humanitarian aid activities not for profit or other purposes in Vietnam.

Operational forms to be registered for Foreign NGOs in Vietnam

Foreign NGOs can register to operate under the Vietnamese laws in three forms:

  1. Operation Registration Certificate
  2. Project Office Registration Certificate
  3. Representative Office Registration Certificate

For each operation form, an operational certification will be granted accordingly. Please note that the granting of the two latter certificates for foreign NGOs requires an Operation Registration Certificate.

Compliance responsibilities and statutory provisions for Foreign NGOs

Foreign NGOs are responsible for the primary obligations listed below:

#ResponsibilitiesNote
1.The Chief Representative of the foreign NGOs or the authorized representative is responsible for the entire operation in Vietnam
2.NotificationWithin 45 (forty-five) days after obtaining a new, renewed, amended certificate, a foreign NGO is required to notify this together with its operational plan to the People’s Committee of the province or centrally run city in which it operates or will operate.
3.Report schemeThe head of the foreign NGO or the authorized representative shall submit:

(i) send semi-annual and annual reports on activities in Vietnam to the authority and concurrently to the People’s Committee of the province or centrally run city granting the operational certificate; and

(ii) report, audit, provide required documents, or explain to the authorities as requested.

4.Headquarters and employeesAfter obtaining an operational certificate from the authority, foreign NGOs can lease an office space and recruit foreign and Vietnamese employees for its operation.

Note: The guiding Decree prescribed that the above activities can be performed by the foreign NGOs once the foreign NGOs receive a written approval from the relevant authority of Vietnam for doing so.

5.Work PermitAfter obtaining an operational certificate from the authority, foreign employees are required to apply for a work permit at the provincial-level Labor, War Invalids, and Social Affairs Department of the locality in which the foreign non-governmental organization is based under current Vietnamese law, except for the chief representatives (heads of representative offices or project offices or authorized representatives of foreign non-governmental organizations in Vietnam). There is no government fee for such applications.
6.Stamp and accountsForeign NGOs shall register its stamps under Vietnamese law. They are required to open the bank accounts (in foreign currencies or Vietnam dong) at lawfully licensed banks in Vietnam.

The foreign chief representative, the authorized representative, and the employees can open their bank accounts at lawfully licensed Vietnam banks.

7.Goods import rightsShall comply with Vietnamese laws.
8.Person Income Tax for foreign employeesShall comply with Vietnamese laws.

 

In general, the above primary obligations cover almost all operational aspects of a Foreign NGO in Vietnam. During the operation terms, the foreign NGO must also comply with all prevailing Vietnamese laws.

Forbidden activities

Under the Vietnamese laws, the foreign NGOs shall be prohibited from:

  • Organizing or carrying out political, religious, and other activities against national interests, security, defense, and Vietnam’s national unity
  • Organizing, carrying out, or participating in activities for profit, not for humanitarian or development purposes
  • Organizing, carrying out, or participating in activities related to money laundering or terrorism
  • Organizing, carrying out, or participating in activities harms social ethics, national fine customs, practices, or national traditions or identity
  • Organizing, carrying out, or participating in other activities contrary to Vietnamese law

Statutory process for registering the operation of a Foreign NGO in Vietnam

Foreign NGOs can register to operate under the Vietnamese laws under 3 forms: Operation Registration Certificate (“ORC”), Project Office Registration Certificate (“PORC”) and Representative Office Registration Certificate (“RORC”). This section introduces the statutory processes for all three mentioned forms:

Form and statutory processPrimary conditionsLeadtimeOperational Term
ORC –

Attainment of the “Operation Registration Certificate”

Having a legal status under the law of the country in which it is established

Having a clear operation charter and guidelines

Having a plan on humanitarian and development activities in Vietnam through programs, projects, or non-project aids, which is in line with the socio-economic development policies of the Vietnamese State.

9 working weeks*Up to 3 (three) years depending on the foreign NGOs’ operational term overseas (if any), financial ability, and the authority’s final approvals.

This operational term can be renewed for up to 3 (three) years.

PORC –

Attainment of the “Project Office Registration Certificate”

Having obtained an ORC;

Having a program or project approved by the Vietnamese authority that requires regular and on-the-spot administration and supervision.

9 working weeks*Up to 5 (five) years depending on the foreign NGOs’ operational term overseas (if any), financial ability, and the authority’s final approvals.

This operational term can be renewed for up to 5 (five) years.

RORC – Attainment of the “Representative Office Registration Certificate”Having obtained an ORC;

Having a long-term (at least 5 years) committed operation throughout programs and projects approved by the Vietnamese authorities.

Having operated effectively in Vietnam for at least 2 (two) years after obtaining the ORC.

The representative office is required to be situated exclusively in Hanoi, Da Nang, or Ho Chi Minh City.

9 working weeks*Up to 5 (five) years depending on the foreign NGOs’ operational term overseas (if any), financial ability, and the authority’s final approvals.

This operational term can be renewed for up to 5 (five) years.

 

*Although there are official statutory timelines for registration, in practice these registrations may take significantly longer due to a variety of procedural and documentation reasons.

Based on the provided information, the ORC is a must for foreign NGOs seeking to register their presence in Vietnam. Subsequently, based on the requirements from the authority and the project needs of the foreign NGO, the PORC and RORC shall be attained accordingly. To avoid any doubt, after attaining either the PORC or RORC, the ORC shall be invalid.

The above information is general and is meant to provide a practical framework to understand the prerequisites regarding foreign NGOs and their statutory registration processes in Vietnam. We advise international NGOs which seek to localise their operations in Vietnam to carefully peruse the local legislation on the matter, be prepared for a thorough screening process at the government level and keep in mind before commencing that not all applications are always successful. Therefore, applicants should always seek expert advice about the local regulations and strict conditions in the sector, to ensure they understand the practical and legal aspects of their NGO operation in Vietnam.

 

If you need any assistance with these or any other matters relevant for international investors in Vietnam, our experts are ready to work with your company to ensure you understand how the above will apply to your specific situation in Vietnam.

 

Contact our teams for expert support and further information on the NGO sector in Vietnam.

An Nguyen – Supervisor, Incorporation, Licensing and Secretarial Services – an.nguyen@acclime.com

Phuong Vo – Head of Incorporation, Licensing and Secretarial Services – phuong.vo@acclime.com

Matthew Lourey – Managing Partner – m.lourey@acclime.com

Last updated on December 21, 2021

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