Terminating an Employee

The process of terminating an employee (without cause) is pretty formal.   (the process of terminating an employee FOR cause may also be formal,  I just have not run into the situation.

Basically,   you would have already signed an agreement with the employee which stated that you would have hired him for a 12 month contract,  which is what you are breaking at this point.  

My understanding is that the government has the ability to tell you that you must rehire the employee.  In my case though I was able to speak to the employee and we set a final termination date,  and he actually helped me to come up with the formal agreement that we executed in order to make it official.

	CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM
Số: 002.2016/MATRAEX	Độc lập – Tự do – Hạnh phúc
	Hà Nội, ngày 23 tháng 02 năm 2016

QUYẾT ĐỊNH

V/v: Chấm dứt Hợp đồng lao động đối với Ông Nguyễn Thế Mạnh

DECISION

On Termination of employment contract for xxxxxxxxxxxxxx

______________________

• Căn Bộ luật luật lao động năm 2012 và các văn bản hướng dẫn thi hành;
• Căn cứ Nội quy lao động của Công ty Matraex;
• Xét theo đơn xin thôi việc của Ông xxxxxxxxxxxxxx

• Based 2012 Labor Law and the documents guiding the implementation;
• Pursuant to the Office Regulation of Matraex;
• Considering the resignation of xxxxxxxxxxxxxx

QUYẾT ĐỊNH

DECISION

Điều 1: Chấm dứt Hợp đồng lao động đối với Ông xxxxxxxxxxxxxx, sinh ngày xx/xx/xxxx – Chức danh: Trưởng phòng Hành chính nhân sự - Văn phòng đại diện MATRAEX, INC tại Hà Nội.

Article 1: Terminate the Employment contract with Mr. xxxxxxxxxxxxxx, born on xx/xx/xxxx - Position: the Office Manager of the representative office MATRAEX, INC Hanoi.

Điều 2: Người lao động có trách nhiệm bạn giao công việc, bạn giao mọi tài sản được giao, thanh toán đầy đủ mọi nghĩa vụ tài chính và các nghĩa vụ có liên quan khác đối với Matraex Inc.

Article 2: The employee shall have resposibilities to hand over all the assigned assets, fulfill all financial obligations and other obligations related to Matraex Inc.

Điều 3: Người lao động được hưởng lương và các khoản trợ cấp, phụ cấp theo Hợp đồng lao động đã ký đến hết ngày xx/xx/xxxx

Article 3: The employee is entitled to salary and benefits, allowances under the labor contract signed by the end of the day xx/xx/xxxx

Điều 4: Quyết định này có hiệu lực kể từ ngày xx/xx/xxxx Người lao động, các đơn vị và cá nhân liên quan chịu trách nhiệm thi hành Quyết định này.

Article 4: This decision takes effect from the date of xx/xx/xxxx. Employees, units and individuals concerned shall be responsible for implementing this Decision.

	CÔNG TY MATRAEX
	CHỦ TỊCH/PRESIDENT

Help in Terminating the Office

I don't cover all of the reasons we decided to wind down the business in Vietnam. The execution was ... more expensive than expected and the timing for the expense was not correct for us.  Perhaps another time....

There are several things that have to be done to wind down the business,   we have to file with the government and we have to cancel existing employment and vendor contracts,  and clean out / vacate our offices.

As we are winding down the office we found that the cancellation of accounts is more difficult for an employee to do. The opening of the account was just a signature and a stamp from the owner,  but now an employee without a stamp and signature is attempting to close the account.  This Letter of Authorization is one that we came up with in order to help give the employee the authority to close accounts and to submit the government forms to close the business.
   

	CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM
Số: 003.2016/MATRAEX	Độc lập – Tự do – Hạnh phúc
	Hà Nội, ngày 23 tháng 02 năm 2016

GIẤY ỦY QUYỀN / LETTER OF AUTHORIZATION

V/v thực hiện các thủ tục liên quan đến chấm dứt hoạt động Văn phòng đại diện Matraex, Inc tại Hà Nội / Execute the procedures related to the termination of operation of The Representative Office Matraex in Ha Noi

• Căn cứ Bộ Luật Dân Sự nước Cộng Hòa Xã Hội Chủ Nghĩa Việt Nam ban hành năm 2005;
• Pursuant to the Civil Code of the Socialist Republic of Vietnam issued on 2005;
• Căn cứ vào các văn bản pháp luật hiện hành.
• Pursuant to current Laws.

1. BÊN ỦY QUYỀN/Mandator (“hereinafter referred to as “Party A”):

• Họ và tên/Full Name: xxxxxxxxxx
• Số Hộ chiếu/CMND: xxxxxxxxxx.
• Chức vụ/Position: Người đứng đầu Văn phòng đại diện
• Ngày cấp / Dated: Nơicấp / Issued at: xx/xx/xxxx
• Quốc tịch/Nationality: Hoa Kỳ

2. BÊN ĐƯỢC ỦY QUYỀN (Bên B)/ Authorized Party (hereinafter referred to as “Party B”):

• Họ và tên/Full Name:xxxxxxxxxx
• Chức vụ/Position: Trưởng phòng Hành chính Nhân sự (Office Manager)
• Số Hộ chiếu/CMND: xxxxxxxxxx
• Ngày cấp / Dated: Nơicấp / Issued at: xx/xx/xxxx tại Hà Nội
• Quốc tịch/Nationality: Việt Nam
• Địa chỉ thường trú/ermanent Address: Số xxxxxxxxxx,xxxxxxxxxx,xxxxxxxxxx
• , Hà Nội

3. NỘI DUNG ỦY QUYỀN / Content of Authorization:

• Bên A ủy quyền cho Bên B thực hiện các thủ tục chấm dứt hoạt động Văn phòng đại diện Matraex Inc tại Hà Nội/ Party A to authorizes Party B to execute the procedures related to the termination of operation of The Representative Office Matraex in Ha Noi.
• Bên B không được ủy quyền lại/ Party B is not allowed to re-authorized;
• Ủy quyền này sẽ tự động hết hiệu lực khi các thủ tục chấm dứt Văn phòng đại diện Matraex Inc tại Hà Nội hoàn thành/ This authorization will automatically expire upon termination procedures Matraex Inc. Representative Office in Hanoi completed.

BÊN ĐƯỢC ỦY QUYỀN/AUTHORIZED PARTY	BÊN ỦY QUYỀN/MANDATOR
NGUYỄN THẾ MẠNH	JANAE KAY BLOOD

Importance of Selecting a Chief RO in a Representative Office

Selecting and hiring the Chief RO of a representative in Vietnam is important.

As you may have seen in some of my other posts,  I (as the owner of Matraex, Inc) am not allowed by Vietnam statute to be the Chief RO of the entity in Vietnam,  however I must have a Chief RO

Some of the factors to consider.

• The Chief RO,  must be present to pickup the seal.  When they pick it up,  they must sign the official papers and registers to start the entity.  As they are signing they actually must use the stamp as well to stamp next to their signature on the official records at the Police headquarters.
• The Chief RO must make a decent wage.  When I wanted to add the responsibility of being the Chief RO to my wife's monthly responsibilities,  the added duties were not much.   Review the books monthly,   perform any signatures as directed by the company through corporate resolution.  These requirements would be minimal and would require at most 5 to 10 hours per month.  So I suggested that I would increase her yearly wage by $5000 for the added responsibilities.  It turned out that our Vietnam attorney thought that idea would not pass scrutiny by the Hanoi Authority.   They suggested an income of $2000 / month and they indicated that this would be one of the lowest incomes of any of the Representative Office companies already in Hanoi.
• The Chief RO must be the one to sign official contracts in Vietnam.  As a Representative Office in Hanoi,  our company will not be allowed to make agreements between the Hanoi entity and another Vietnam entity,  the Vietname Representative Office is not recognized as its own entity.   Instead Matraex must make the agreement between Matraex headquarters and any other company in Hanoi.  However,  in at least one case we found that a Vietnamese company was only willing to accept a signature from the Chief RO on a contract.  It appears that this is because the Chief RO is the only 'localized' signature that is allowed to represent the company in vietnam.  This makes sense because we had to legalize the Chief RO's passport and submit it with the application.  Even though I am the president of the company they are making an agreement with.  the only locally recognized agent,  with a legal local signature,  is the Chief RO. 
• Because of the last point,  the Chief RO of the company holds all of the power of the company; it will likely be worth while to investigate a way that I might be able to register myself (the president) as a locally approved agent of the company.  However in the mean time,  you must  have ultimate trust in the Chief RO.
• The way that I decided to get my Representative Office started in Hanoi,  coincided with an education trip to Hanoi,  so my Chief RO was a trusted school class mate.  However this meant that I had to file a change to the Chief RO soon after to the long term RO.  This meant that while I was in Hanoi the first time,  I had to either 
• prepare my interim Chief RO to sign agreements as the temporary stand in or
• wait until the Change of Chief RO was processed.
• Changing the Chief RO does not take cost any money with the Hanoi Authority and the form to do it is online here.  
• http://english.hanoi.gov.vn/documents/10180/30802/845.doc?version=1.0
• The form allows for many changes however it indicates some complexities for changing the Chief RO, which imply some items which need consideration when selecting a Chief RO.
• The amount of PIT (Personal Income Tax) that was paid by the previous Chief RO.  The form also requires a certification that the PIT was paid.
• A reason that the Chief RO is being changed is required - so basically the decision to change the Chief RO will be scrutinized and it should not be taken lightly.
• The company office location change form is included with the template to change the Chief RO,  which indicates that it may be somewhat common for the ChiefRO and the address to change at the same time
• When changing the Chief RO,  I have to certify that the previous person filed and paid all PIT. This issue somewhat explains why it was important to make a larger salary for the Chief RO.   Because this may allow the government to collect a higher tax on the salary.  I am not positive whether there will be a requirement for the payment to the Chief RO to be made subject to Vietnam payroll taxes and roles.  However because of this,  an important factor to consider when selecting a Chief RO,  is whether to select a local,  or an ExPat.  In the case that an ExPat is selected,  then a whole slew of tax relates issues becomes an issue.
• Is the Chief RO allowed to collect the income in the US since the though the services are all performed from the US?
• If the taxes must be paid to the Hanoi Authority, are taxes paid in Vietnam retaxable in the US?
• How does the company account for and report salary paid to the same individual using two different methods and tax rates.
• Each of these issues potentially creates complexity for the company that selecting a local may not.

Hiring Vietnamese worker in Vietnam - feedback from a Payroll Company

Well,  I was on the fence about whether a payroll company would be worth it in vietnam after I did some research (which found that the cost of the company included 16M VND in setup,   6M VND / month minimum,  plus additional individual fees,  and that was the less expensive company Talentnet).

However,  I had no idea about vietnamese employment law.   I started recruiting employees by resume and the conversations I had with them included some very long job switching times (one said 45 days and another said 30 days).    I started to wonder about the logistics of how employment works and I asked the rep that has pitched a plan to me,  and here is what she came back with.

   - we will be a Representative Office so the agreement will be with Matraex, Inc Boise, Idaho, USA. We may take 30 to 60 days after we get make offers to get started.  Can you tell me when the monthly fees start? And when the one off fees are to be paid?TLN: The one-off fees will be charged in the first month of service after we complete all the set up. The first month of service starts when client has employee need to register with local statutory bodies and payroll processing. It means that even the service contract is effective from Nov 2015 but you do not have any employee on-board, we will not apply any  charge until the first employee on board. But most of the case, the chief Rep will need our assistance in tax registration and payroll.- in starting to post jobs and recruit. I have noticed differing amounts of time that some people individyals need before they leave another job and will be able to start. Can you tell me what I'd common (45 days seems long by USA standards, but is that reasonable by vietnamese standards? )TLN: The standard notice time in Vietnam is 30 days for definite term contract (1-3 years) and 45 days for indefinite term contract. It means that someone can start with you after they submit the resignation letter if their contract with current employer is definite contract.- for a job offer letter or contract you would be creating for us,  what terms are generally in the letter.  Compensation and benefits?  Number of days until start? Contract length?  (Basically I am trying to find out what is customary in Vietnam and what obligations I will have  as an employer to the employee)TLN: I attached herewith a standard labour contract template in billingual for your reference on the content.-if an employee is not working out, are there government regulations or contract requirements about firing that we have to think about?TLN: In VN, the Labour code in general is quite favor for the employee rather than the employer. Organization with more than 10 employees should have clear internal labour rules to define all cases of poor performance and other code of conduct breach for execution. Talentnet can help you to set up and register the Internal Labour rules with local authority before public to all employees. If your Rep. office is less than 10 persons, all your requirement should be mentioned clearly in the labour contract.Other than these questions, I am just looking for a timeline from you on how payments for the different services might go from you as we get started.  Can you help me with the order or timeline of these?- setup for you- TLN: within 4-5 weeks including regulatory registration- regulatory setup of payroll tax accounts- TLN: within 4-5 weeks including payroll system set up- write offer letter / contract- TLN: within 2 business days since the time we receive the request and employee personal data.- hire employee ( wait for employee start)- TLN: 30 days or 45 days.- employee start - TLN: all the information from new hire or termination should be informed to TLN on cut off date (pre-agreed between TLN and client) and then all the payroll set up and statutory registration for new hire will be carried out within that month or within an allowable by local regulation.- twice monthly payroll - TLN: Normally the twice monthly payroll only applicable for very few factory with blue colar workers. If your organization in VN is Rep. office with office staff, they prefer once monthly payroll. Please confirm that you still need twice monthly payroll so that we can revise the service fee accordingly.

With the strong laws favouring employees,  I asked about probation periods

-  should I be considering a probationary period?  Is this even allowed? - Probation period should be applied. Maximum time for a probation period in VN is 60 days.

Very useful information,  all of it!   I also asked for an example job contract.   It turns out that all jobs need contracts so she attached one.   Everythign in it is pretty clear,   job termination is ONLY for cause.   I have not figured out about the ability to terminate the employee if you no longer need them.
Additionally,  in the contract it lists the insurance rates.   Which show that employers must pay 22.5% insurance (medical, social, other) on all employee wages.

Vietnam Employer - Employee insurance rates

Getting US Documents Legalized for Vietnamese Government filings and use

In order to apply for a vietnamese Representative Office I must first get documents notarized and legalized.

These documents include:
"

• Company Certificate of Incorporation
• Articles of Association of Matraex
• Business Profile
• Corporate Resolution with Company Seal
• Passport of Chief RO
• Audited Financial Statements

So I had to find out about the process I need to go through in order to get these all notarized / legalized / translated in order to be used in Vietnam.

First thing I noticed is there is only one embassy,  but four consulates,  I called the embassy (202) 861 0737 - http://vietnamembassy-usa.org/ They walked me through a phone tree that encouraged me to check the website under Consular Services - Legalization.   

Which gave me what I most of what I needed.  They have a checklist of items on their site:

And they  link to the document that we have to fill out and send in.

Together these documents describe that I must first get the documents notarized but they also request that the documents are 'authenticated by the local state department',  hopefully the notary counts as 'authenticated'.

I will be calling the Consulate as suggested during business hours to ask the following questions that are not answered in their website documents

1. How does the process of legalization work. ?   I have notarized, authenticated documents that I need legalized,   do I first need to get a translator to translate them?  then submit them all to the Vietnamese Consular service?
2. What is the fee for legalization?
3. Do you have an english version of instructions for the legalization form?

The consulate is open on the east coast between 9:30 and 12:30AM so I will be asking them these questions

I was not able to get an answer from the Washington DC office,  so I called the San Francisco office (which for some reason maintains a different but similar website,  with its own version of forms)  and they picked up almost immediately (on extension 106)
They were able to answer some of my questions:

1. A translated copy of the documents is not necessary in order for the Consulate to legalize them.  However,  they did say that they could not be sure whether the Vietnamese government would need a translated document (in our case, they do,  so we will want to submit a translated copy)
2. The fee is $70 dollars per document,  it does not matter how long the document is.  We can only make payment by Money Order and it should be made out to 'Vietnam Consulate'.   The San Francisco office that we need to send everything to is "1700 California Str, Suite 580, San Francisco, CA 94109". 
   
3. I forgot to ask this question, so I had to call back and he told me that the form they have (it is different on the SF version of the consular site)  has Vietnamese and English on the form,  but there are no instructions at all. When I told him that only some of it is in English he said,   'just answer .... briefly ... it doesn't matter'.   He said if my number is on there they can call me with any other questions.  So perhaps if I go to the other consular sites I will find one in english
1. http://vietnamembassy-usa.org/sites/default/files/phieu_de_nghi_hop_phap_hoa.pdf - USA Form - no english instructions
2. http://www.vietnamconsulate-sf.org/data/downloads/2013/mau_phieu_de_nghi_chung_thuc_1.pdf - no instructions at all
3. Houston does not appear to provide legalization services
4. http://vietnamconsulate-ny.org/sites/default/files/documents/8/request_form.pdf - Identical to USA - no english instruction

So because I wasn't able to find a translation of the instructions of the form,  I called the New York office,   and I asked about the process of legalization,  since one of the documents I have to include in the packet,  is the ID of the requestor,  I had to ask them about the process of legalizing that same ID!  (since I need the copy of the passport to also be legalized for the RO Application).  He explained that he can not legalize the US Passport,  he can only legalize the signature of the Secretary of State,  which can authenticate the Notary,  which can confirm the Passport copy.  So basically,  I can forward it to him for Legalization,  but I have no confirmation that they will be legalizing it as it is difficult to communicate to them that there is one copy of the ID for purposes of identification,  and another copy of the Passport for legalization.

Next I asked him about a tranlation of the instructions and he said "I just explained you everything"  so I got specific,  can you explain to me what you expect to see in "#7: Mục đích sử dụng : . . . . For the purpose of :" - He said 'Dont worry about that'  every thing legalized if for the Vietnam Government,  so I said,  what about #6?  he said,   "the same,  it is for Vietnam Government"  So I will google translate it to get it right.  Here are the (likely incorrect) translations

1. Enter the name of the bearer lake to submit application at the Consular Department .
2. /3A) Just enter the name and province / city where you were born and day , month and year of birth of the riders pay .
3. B) Fill identification number ( ID ) or passport number of riders filed. Note: If you enter the external ID number originals need tutoring Captures ID card ; If the passport is required to fill Passport capture also submit for filing
4. Fill numbers Voice of people go filing
5. Remember the names of papers you need proof recognized as: birth certificate, certificate examinations health, translation profession, judicial records ... Note: The papers listed here must be the mark red, signed directly ... and every kind needed tutoring 01 copies without the certificate on file at the Consular Department (If the translations, to capture both the service and parts Vietnamese have sealed attachment; if Using the red marks to record, write up above that the word "copy"). B) Record the total number of red marks ... (original or translation) was listed in items 1, 2, 3, 4, 5 (excluding Submitted copies for your records)
6. Remember that you will carry the country's name This paper to use.
7. Remember the purpose you into that country, eg to work or marriage, reunion, as refugees, survivors' benefits, family visits ...

In addition I also have questions about copies of passports and IDs, which require a notary,  I need to find out the process of obtaining them. (Since I will having an outside party be my chief RO,  I need to get Passport and Drivers License notarized but I dont know if the copies of those have to be done a certain way.  So I call the ups store in DC - 202-785-3604 ,  they have a phone tree with a 'Notary Serv ices" option where they describe to bring the documents for copying (duh!) and then they say that they can not answer notary questions over the phone,  so I call another at 202.371.0065 and get a live person immediately.  They tell me that of course you need the original document (passport and drivers license) so that the notary can sign that they witnessed that the copy is notarized.

Another question then came up that I needed the documents 'authenticated by the local state department'  so i called the third UPS Store in DC (luckily 3 options showed on my search in Google)  and the notary at that location picked up first ring.  He said the hours he would be at that location and then when I asked about authentication by the state department,  He said "whoa,  that is a whole nother level!,  I dont know about that really"  The authentication by the state is something that the state can do (may be on the same day) in order to view the notary's signature and authenticate that the notary is in good standing (or somethign)  He said that kind of thing is done at 414 North 4th Street. 

The first google result on 'authentication of notary public washington dc' goes to this page whigh describes that "The Office also serves those citizens seeking authentication of documents that are going to be conveyed abroad or to other jurisdictions".   

So after all this searching I must wait until things open here in Boise, Idaho to find out what hours a notary might be available (I have always found them quickly at UPS Stores,  but I call first to find hours)  and then I need to get authentication done in our state.   I googled "authentication of notary public boise idaho"  and clicked to the "Notary Public - Idaho Secretary of State"  The answer was not there so I went to the FAQ  and found my answer 

How is a notary’s signature authenticated on a document for use in this country or overseas?

Authenticating a Notary Public’s signature can be done only by the Secretary of State’s office. The document that needs the certification attached must be submitted to the Secretary of State’s office with the request for either a “Certification” or an “Apostille” . If you are not sure which type you need only indicate the country that the documents will ultimately be sent to and this office will then make the determination as to which authentication certificate to use. The fee for each certification is $10.00.

It does not describe the time frame after the notarization that you have to take the document in,  so I will be calling the Secretary of State for this.

A couple of questions that I have for them are

1. Do we have to bring documents which have been notarized in for authentication the same day or within any specific timeframe afte rthey have been notarized?
2. Does the person that had the document notarized,  have to be the one to get the authentication done? (for example if getting a copy of an ID or passport is done,  does the same person have to be the one to get it authenticated)
3. Is the form a completely separate document? or is it combined?  can multiple documents be combined or do they need to be separate

Contact with the Idaho SOS has always been easy:

• 700 West Jefferson Street Room E205

• Notaries & Trademarks - (208) 332-2810

I called them and it was almost painful how easy they made it,   They descrbied that they are always open,  just bring in the documents you need and they will authenticate them for vietnam.They also realized that one of the documents was an Idaho Business Entity document that was one that they had already Certified for us,  and they explained that I couldn't get a copy of that and notarize it,  they said,  just bring it in and they will finish the process of authenticating it for Vietnam.


--------------------------------------------------------
After I got all of these documents notarized and the notary certified by the state (at a cost of $10 per certification and if the state had to print and notarized the document , then another $10 for that)
I decided to scan all of the documents and send them to my attorney in vietnam. I had one document wrong so I sent a picture of the document i THOUGHT might have been correct an then went back to the secretary of state to get that document taken care of (at a cost of 20.25)
Were I to do it again,  I would have collected un notarized documents and forwarded them all to the contact to ask them if they would work and which of them I do not need and whether I need any others.  With this I would have been able to reduce the number of documents that I purchased unnecessarily and I would have make fewer trips.

What I am left with is 5 documents that I need to send to get legalized.
since the SF office is closest,  I use their form to fill out 
http://www.vietnamconsulate-sf.org/data/downloads/2013/mau_phieu_de_nghi_chung_thuc_1.pdf





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Selecting a Chief RO for Vietnamese Representative office

This in Vietnam  representative office  there is an official position called the chief RO.  The position is officially assigned in the filings with the government and the person takes on some specific responsibilities.

I assumed that as I was filing application to open the representative office in Vietnam that I would be able to be the chief RO. However, now that I have been engaged a Vietnamese attorney to help me with the setup they informed me that the head of the organization in the US is not allowed to be the chief RO in the entity in Vietnam.

He described to me that the not only would the chief RO need to be someone other than myself,  they would either need to be a staff member in Vietnam or, if they are foreign to Vietnam, they will need to have a notarized and legalized passport as well and they would need to travel with me to Vietnam in order to pick up the seal. It appears that picking up the seal is a formal process which formally starts the formation of the entity.

This means that I need to find somebody who can be my representative, it makes sense that I would find someone in my EMBA class that is going over as well that would be able to do it but before I make that decision I need to ask more questions find out what the rules are on whether they must be an employee or how to deal with turnover or reassigning the chief RO.

Since currently my organization does not have any other executives or formal managers besides my wife (company secretary ) and I,  I need to figure out if there is a way to have a temporary chief RO stand in for the purposes of picking up the seal and then transfer the position of the chief RO over to my wife.

Before completing this post ever get an answer to the questions of how to deal with a temporary cheese and weather changing the chief RO after some period of time is possible

----------------------------------------
Update: Duc with DNAS lawyers is very quick with a reply.   He let me know that the rule is simply that they cannot be legal representative of the US company at the same time they are the chief RO of the Vietnamese company.  I had to ask  another question about whether a "legal representative" means the same thing as it does in the US where any employee could potentially be a "legal representative". I looking to find out if its possible for my wife to be the chief RO or whether that would not fit. So I simply asked question with my wife people to be the chief RO even though currently she is the secretary of our US entity?

Duc made it clear he was not a fan that requires the selected chief RO to be a person which it's not an actual owner because that requires an amendment to be made to the representative office filing each time that there might be turn over.  His use of the word stupid was perhaps not intended to be unprofessional,  I think he was just showing his dissatisfaction with the rule.   It appears though that because an amendment can be filed I may be able to someone acting is the chief RO pick up the seal and then we can simply make an amendment to change the chief RO to the person that would fill the role permanently even though they did not accompany me to Vietnam.

I will make another update when I find out whether my wife can perform the duties or whether I will need some other arrangements.

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Update: Duc let me know that my wife 'could' be the Chief RO,  while that is not really realistic for us as part of our upcoming Vietnam Trip in October,  it does let me know that that Vietnam takes with the individual being the 'legal representative' has a different meaning that it could mean here in the US.  Here in the US any employee could be a legal representative,  however they are merely talking about the owner of the company it seems.  So my wife,  the secretary of the corporation,  is able to take on the role.    So now I must just decide how to proceed with finding an acting Chief RO that can help me to pick up the seal after which time we can transfer the role over to someone else (likely my wife).

In the process of explaining that this could be my wife Duc also described that while he does not appreciate the Red Tape,  it was created in order to help encourage the company to pick a local (Vietnamese) Chief RO.   

An Aside: While this make sense in some ways at first glance it appears that the rule doesnot work,  because I am unable to hire any one in Vietnam  until I have a license.  However that is using a US perspective,   we know that we are not legally allowed to do things as an entity until after the entity is setup,  but Vietnam may work different,   they may allow you to go ahead and start acting like a company before you are one.  For example,  your company needs to have an address to file for an RO,  however you can't  have an office without an entity.

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An added note,  I am now actively working on creating the corporate resolution for the company which states that we have authorized the setup of the office in Vietnam,  and that we will appoint a specific person to that post.  An added wrinkle (to my plans of just making a colleague the chief RO) is that I have to include in that resolution,  the salary that the company has approved.  This is not necessarily a problem,  but will require a gentleman's agreement regarding the salary even though the plan is to have the position only for a brief period of time.

So I have come up with this basic text (which I will likely modify before our corporate meeting) which officially make the position appointment,

and the proposed future resolution which then reassigns the appointment. (for when we have completed the setup and we get back state side)

Now,  I just have to find the right person for the position,  Beer at 3:30 today (7/28) sounds like a goo time to figure it out.
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