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:
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• 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.


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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

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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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