According to Vietnam’s commitment to international treaties to which Vietnam is a signatory, foreign traders are allowed to establish their representative offices, branches in Vietnam. A single foreign trader is not allowed to establish more than one representative office or branch in a province or municipality (centrally-controlled city of Vietnam).

Thuy Duong Law Company summarized requirements, files needed, procedures and services for foreign company representative office establishment as below:

Representative Office Establishment License issuance authority

Department of Industry and Trade of province or municipality where the representative office will be placed outside of industrial zones, export processing zones and hi-tech zones issues, reissues, amends, extends, withdraws Representative Office Establishment License and shut down representative office if the establishment of representative office was not stipulated in specialized legal documents.

Foreign Company Representative Office Establishment requirements

Article 7 of Decree No. 07/2016/NĐ-CP detailed regulations on establishment of representative offices or branches of foreign traders in Vietnam under laws on commerce states that foreign trader is only issued Representative Office Establishment License in Vietnam when all of the following requirements are met:

1. Foreign company is established, registered for doing business in accordance with the laws of countries or territories being parties to treaties to which Vietnam is a signatory, or be recognized by the laws of these countries or territories;
2. Foreign company has operated in host country for at least 01 year after establishment or registration;
3. In situation that foreign trader’s business registration license or papers of equivalent value has specify of operation duration, such duration must remain valid for at least 01 year after application submission;
4. The scope of operation of representative office: market survey, trade promotion in Vietnam.
5. In situation that the scope of operation of the representative office are not appropriate with Vietnam’s commitment or the foreign traders are not located at any countries, territories being parties to treaties to which Vietnam is a signatory, the representative office establishment must be approved by the relevant Ministers, Heads of Ministry-Level Agencies.

Representative Office Establishment Legal foundation

• Investment Law 2014, amended and supplemented in 2017;
• Commercial Law 2005;
• Circular No. 11/2016/TT-BCT on forms prescribed in Decree No. 07/2016/NĐ-CP dated January 25, 2016 of the government on guildelines for the law on commerce in terms of representative offices and branches of foreign traders in Vietnam.

Dossier of application for a Representative Office Establishment License

• An application form for the foreign company representative office establishment in Vietnam;
• Copies of the foreign company’s business registration or papers of equivalent value certified by the competent authority of the locality where the foreign company has been established (consular legalized and notarized in accordance with Vietnamese law);
• Head of representative office appointment paper of foreign company;
• Copies of audited financial statement or certificates of the fulfillment of tax liabilities or financial obligations or other document of equivalent value proving the actual existence and operation of the foreign company in the latest fiscal year (translated to Vietnamese and notarized);
• Copies of Identification Card or Passport (for foreigners) of the Head of representative office (translated to Vietnamese and notarized);
• Documents of representative office’s intended location including: office lease agreement and lessor’s Certificate of Land Use Rights;
• Other documents in accordance with the law.

Stages of establishing Representative Office

Stage 1: Representative Office Establishment License issuance

The processing term: 07 – 10 workdays;

Stage 2: Representative office’s seal carving

The processing term: 05 workdays;

Stage 3: Representative office’s withholding tax identification number issuance

The processing term: 05 – 07 workdays.

Thuy Duong Law Company has many years of experience, is trustworthy in the field of enterprise law services and has wide and deep relationships with the governmental agencies in management of company and foreign company representative office establishment related-matters in Vietnam, making it convenient to operate. Contact us to be consulted and proceed quickly with the most reasonable price.