Who can open representative office in Vietnam?. A representative office is an office established by a company or a legal entity to conduct marketing and other non-transactional operations. It is forbidden to directly conduct business activities.
Conditions for the establishment of a representative office of a foreign company in Vietnam
To be recognized and licensed to establish representative offices, foreign companies need to comply with the conditions specified in Article 7, Chapter 2, Decree 07/2016/ND-CP as follows:
- Foreign individuals and organizations that were established and registered for business in accordance with the regulations of the country or territory or accepted by the country or territory. Laws of the countries and territories must be in effect for Vietnam.
- Having operated in business for at least one year from the time of establishment
- If the application for establishment of an enterprise of a foreign individual or organization has limited operation duration, that duration must remain at least one year.
- Representative offices established by foreign individuals and organizations must have operational contents consistent with Vietnam’s commitments.
- If the contents are not suitable the foreign individual or organization that establishes the representative office must obtain the approval of the Minister of specialized management.
Procedures for setting up representative offices of foreign companies in Vietnam
Here is a list of required documents that parent companies must provide:
- 01 Application form (the Ministry of Industry and Trade provides) and signed by the foreign company’s representative
- Copies of business license or business registration certificate of the parent company
- A certified letter of appointment (Language: Vietnamese)
- Certified copies of financial statements or financial certificates (Language: Vietnamese)
- Copies of lease agreement
- Copies of office location’s documents
- Certified and legalised copies of the representative’s head’s passport (must translate to Vietnamese)
To set up representative offices in Vietnam, foreign companies have to follow the following procedure:
Step 1: Prepare documents and application
Parent companies must submit the documents mentioned above to the competent authority.
Step 2: Apply for representative office license
Parent companies shall submit the application to the provincial Department of Industry and Trade where the representative office is located.
The application can be submitted directly; online; by post.
Step 3: The registration authority evaluates the application
Within 15 working days from the date of receiving valid and complete application, Department of Industry and Trade finishes evaluating.
In case the application is not valid or complete, the Department of Industry and Trade will send a written information to the company within 03 working days to complete.
Step 4: Get the license
Step 5: Submit notification of representative office establishment activities
After being granted an establishment license, a representative office must carry out the operation notification procedures specified in Clause 1, Section IV of Circular 11/2006/TT-BTM. A license to establish a representative office of a foreign trader is valid for 5 years.
According to Decree 139/2016/TT-BTC effective from January 1, 2017 on licensing fees, representative offices engaged in production and business activities must declare and pay license tax at the 1,000,000 VND/year.
It is about 20 working days from the date of receiving valid and complete documents.
The license is valid for 5 years.
ANS Law’s service
- Providing advice prior to submitting the dossier for opening representative office in Vietnam
- Preparing the required documents
- Translating the documents into Vietnamese and then notarizing them
- Submitting the dossier for opening representative office in Vietnam. Work with Vietnam authority to ensure that the license shall be issued punctually.
- Guiding clients to complete the required procedures after being issued the license.
- Supporting clients during their business operation in Vietnam.
Contact ANS Law
ANS Law – Business and Intellectual property Law firm