Establishment of a foreign representative office in Vietnam

A foreign trader’s representative office is one of the most popular forms of presence in Vietnam Within the scope of activities permitted by law, the representative office can carry out functions of liaison office, market research, promotion of business investment opportunities of the trader, excluding services that establishment of representative office in that field is prescribed by specialized legal documents.

Conditions for establishing a foreign representative office in Vietnam

The foreign representative office must meet the following conditions:

Foreign enterprise is established and registered for business in accordance with the regulations of the law of countries, and territories participating in international treaties in which Vietnam is a member or is recognized by the law of other countries;
Foreign enterprise or foreign trader has been operating for at least 01 year from the date of establishment or registration;
In case Business Registration Certificate or equivalent documents of the foreign enterprise, a foreign trader has regulation of the operational period, this period must be at least 01 year from the date of dossier submission;
The representative office’s content of operation must be consistent with Vietnam’s commitments in international treaties that Vietnam is a member;
In case the Representative Office’s content of operation is not consistent with the commitments of Vietnam or foreign trader which does not belong to countries, or territories participating in international treaties that Vietnam is a member, the establishment of the Representative Office must be approved by the Minister or the Head of ministerial-level agencies managing specialized fields.

Procedures for establishing a representative office of foreign traders in Vietnam

Process	Detailled description
Step 1	Prepare dossiers Traders need to prepare a dossier full of the documents listed above and submit it to the competent authority.
Step 2	Submit Dossiers Within 03 working days from the date of receiving the dossiers, the competent authority shall check and request a supplement if the dossier is not complete and valid. The request for the supplement is carried out once during the processing dossier.
Step 3	Receive results Within 07 working days from the date of receiving the valid dossier, the competent authority shall issue or not issue a License for the Establishment of a Representative Office for foreign traders. In case of rejection, the competent authority must clearly state the reason in writing. Notes: In case the establishment of a representative office has not been prescribed by specialized legal documents, the competent authority shall send documents to obtain the opinions of the specialized management ministry within 03 working days from the date of receiving all valid dossiers. Within 05 working days from the date of receiving documents obtaining the opinions of the Licensing Authority, the specialized management ministry approves or rejects in writing the issuance of the establishment of a representative office.
Step 4	Engrave the seal and register the seal sample Foreign trader’s representative offices operating in Vietnam can register a seal for carrying out management activities of a representative office in Vietnam.
Step 5	Register for tax code notification Foreign trader’s representative office in Vietnam has its own tax code to fulfil the tax obligations and declare with tax management authority, specifically the Department of Taxation.

LIST OF DOCUMENTS

To prepare for the establishment of a foreign trader’s representative office in Vietnam, a trader needs to prepare the following documents:

Application for License to establish Representative Office according to the form signed by the competent representative of the foreign trader;
Copy of Business Registration Certificate or equivalent documents of foreign trader;
Documents of foreign traders appointing the head of representative office;
Copy of audited financial statement or documents confirming the fulfilment of tax or financial obligations in the most recent fiscal year or equivalent documents issued or confirmed or proved the existence and operations of foreign trader in the most recent fiscal year by competent authorities where foreign trader was established;
Copy of passport or ID card (if Vietnamese) or copy of passport (if foreigner) of the head of Representative Office;
Documents on the expected location of the Representative Office, including:
Copy of the memorandum of understanding or agreement to rent the location or a copy of the document proving that the trader has the right to exploit and use the location of the Representative Office.
Copy of documents on the expected location of the Representative Office prescribed by related laws.

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COMMITMENT TO SERVICES

On time

All that we do will be planned specifically in terms of time and content. You can control what we do, and the time to completion, and in all cases, we help you maintain the enterprise’s compliance with the deadlines with competent authorities and employees.

Exactly

We commit to the accuracy of the contents of consultation, established documents, and services we provide to customers. We aim to provide you with a safe and effective legal solution for your business operations.

Security

We establish a confidentiality commitment with you, so information about the enterprise, human resources, finance, etc., and other contents related to enterprises and investors will only be disclosed with your consent or in accordance with the laws of Vietnam.

SERVICE PERFORMANCE PROCESS

Assign

CDLAF assigns designated personnel responsible for ensuring information security, ensuring that only assigned individuals have the right to access information and handle client communication.

Collect information and prepare the service contents

Assigned personnel are responsible for collecting clients information, reviewing regulations and preparing service content.

Control the quality

The Board of Lawyers and Counsels reviews the service content prepared by the assigned personnel before it is sent to clients for their review.

Clients’ approval

Clients review and approve the service content prepared by CDLAF. When requested, meetings are held to explain the prepared content.

Completion

Personnel responsible for service completion directly implement it at the competent authority (if required). They also monitor the progress, report the results, and hand them over to clients.

After-service support

Guide clients to perform necessary tasks related to the delivered results and provide updates on changes in legal regulations.

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FAQ QUESTIONS: Establishment of a foreign representative office in Vietnam

What conditions must the head of foreign trader’s representative office meet?

The head of the representative office must be present in Vietnam. If he/she is not present in Vietnam for more than 30 days, he/she must authorize another person to exercise the rights and obligations of the head of the representative office. The head of the representative office is a person with full civil capacity and has not been detained or sentenced to prison.

The head of foreign trader’s representative office cannot concurrently hold the following positions:

Head of a branch of the same foreign trader;
Head of a branch of other foreign trader;
The legal representative of the foreign trader or other traders;
The legal representative of an economic organization established in accordance with the laws of Vietnam

What conditions must traders meet to establish a representative office in Vietnam?

Foreign traders are granted a License to establish a representative office when they meet the following conditions:

The foreign trader must be established, registered business in accordance with provisions of the laws of countries or territories participating in international treaties that Vietnam is a member or recognized by the laws of these countries and territories;
The foreign trader has been operating for at least 01 year from the date of establishment or registration;
In case the foreign trader’s enterprise registration certificate or documents having equivalent value stipulates the operation period, such period must be at least 01 year from the date of application submission;
The operations of the representative office must be consistent with Vietnam’s commitments in international treaties that Vietnam is a member;
In case the operation of a representative office is inconsistent with Vietnam’s commitments, or the foreign trader is not from a country or territory participating in an international treaty that Vietnam is a member, the establishment of a representative office must be approved by Ministers or Heads of ministerial-level agencies in charge of specialized management (hereinafter referred to as the Minister of specialized management).

How long is the foreign trader’s representative office license valid?

The license to establish a representative office is valid for five years but not exceeding the remaining effective period of the foreign trader’s business registration certificate or documents having equivalent value if those documents have expiry date.

Is foreign trader’s representative office allowed to directly sign commercial contracts?

The representative is not allowed to enter into a contract unless the Head of the representative office has a legal authorization letter from the foreign trader or except in the following cases:

Entering a contract to rent headquarters, rent and purchase necessary facilities and equipment for representative office’s
Recruiting Vietnamese and foreign workers to work at the representative office in accordance with Vietnamese law
Opening an account in foreign currency or Vietnamese dong with foreign currency origin at a bank licensed to operate in Vietnam and only using this account for representative office’s

Is foreign trader’s representative office allowed to open a bank account?

It is allowed to open an account in foreign currency or Vietnamese Dong with foreign currency origin at a bank licensed to operate in Vietnam and only use this account for representative office’s operations.