Establish representative office in Vietnam

Procedure of establishing representative office of foreign business organization in Vietnam is based on regulations written in Circular No.11/2016/BCT, which gives details on Decree No. 07/2016/NĐ-CP (details on establishment of representative office or branches of foreigner traders of Law on Commerce 2005). With the aim of offering assistance to foreign traders, business organizations to have deep insight to establishment of representative office in Vietnam, Viet An Law Firm shall summarize all relevant requirements, dossier, procedure and legal service to open a representative office of foreign traders, as follow.

Legal basis

• The Law on Commerce 2005;
• Decree No. 07/2016/ND-CP detailed regulations of establishment of representative offices or branches of foreign traders in Vietnam;
• Circular No. 11/2016/BCT on forms prescribed in Decree No. 07/2016/ND-CP dated January 25, 2016 of the Government on Guidelines for the Law on Commerce in terms off representative offices and branches off foreign traders in Vietnam;

Requirements of establishing representative office in Vietnam

Only when meeting all regulated requirements below, foreign traders shall be issued Establishment of Representative Office in Vietnam:

1. The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
2. The foreign trader has come into operation for at least 01 year from the date of establishment or registration;
3. The Enterprise Registration Certificate or the equivalent document is valid for at least 01 more year from the date of submission of the application;
4. The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;
5. Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.

An application for License for Establishment of a representative office in Vietnam

1. An application form for License for Establishment of the representative office using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.
2. Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;
3. A letter of appointment of the head of the representative office;
4. Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;
5. Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;
6. Documents on the expected location of the representative office including:
   • Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the representative office;
   • Copies of documents on the expected location of the representative office in accordance with provisions of locations of representative offices hereof and related laws.

Documents need to be translated, notarized and certified or legalized by overseas diplomatic mission

1. Documents required to be legalized by overseas diplomatic mission and translated, notarized: Certificate of Business registration.
2. Documents required to be translated into Vietnamese and notarized:
   • Passport of the head of representative office;
   • Article of Association
   • Audited financial report or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year.

Notice: All dossier of establishing representative office must have signature and seal’s mark  of the holding company. In case the holding company does not have seal, all dossier must be legalized by overseas diplomatic mission.

Procedure of establishing representative office of foreign traders

Stage 1: Issuing License of Establishment of representative office

The processing term: within 07-10 workdays

Stage 2: Creating representative office’s seal

The processing term: within 07-10 workdays

Stage 3: Issuing and notifiying Representative offices’ tax code

The processing term: within 05-07 workdays

Cases ineligible for Licenses for Establishment of representative offices in Vietnam

The licensing agency shall refuse to grant the License for Establishment of the representative offices or branches to those that:

1. Fail to satisfy one of requirements for applications for licenses or establishment of representative offices or fail to satisfy one of requirements for applications for licenses or establishment of branches;
2. Apply for the license or establishment of the representative office or branch within 02 years from the date of revocation of the license or establishment of the representative office or branch under Article 44 (Law on Commerce 2005) hereof;
3. Be subject to restrictions from the establishment of representative offices and branches for reasons of national defense and security, social order, social ethics and community health;
4. Be restricted by provisions of laws.

Notification of foreign traders’ representative office in Vietnam

Within 15 working days from the date of grant, re-grant, adjustment, extension and revocation of the License for Establishment of a representative office or branch, the licensing agency shall publish the following information on its web portal:

1. The name and address of the representative office or branch;
2. The name or address of the head office of the foreign trader.
3. Information on the head of the representative office or branch;
4. The reference number, date of issue and effective period of the Licenses for Establishment of the branch or representative office and licensing agency.
5. The scope of operation of the representative office or branch;
6. Date of re-issue, adjustment, extension or revocation of the License for Establishment of the representative office or branch.

Reporting of foreign trader s’ representative office in Vietnam

1. By January 30th of each year, every representative office and branch shall submit operation status reports using the form stipulated by the Ministry of Industry and Trade to the licensing agency by post.
2. Representative offices and branches shall submit reports, documents and explanations for their operation upon the request of competent state regulatory authorities.

The procedure after establishing representative office in Vietnam

1. Open a bank account in foreign currency and an expenditure account in Vietnam dong which derives foreign currency at a licensed bank in Vietnam and only use this account for representative office’s operation;
2. Annually, by January 30th of the next year, Representative office has to submit documents of report to Department of Industry and Trade;
3. Having documents recording all inflows and outflows during representative office’s operation;
4. Application for labor license for foreign employees working in representative office (if any);
5. Submitting annual operation and getting ratification report to Department of Industry and Trade;
6. Signing labor contract with the head of representative office and other employees;
7. Foreign traders must confirm income and salary of the head of representative office and other employees;
8. Paying personal income tax for the head of representative office and other employees (if any). Notice, after paying tax, representative office should preserve all file of tax declaration, tax payment receipt and tax audit report on behalf of head and employees of representative office.
9. Other current regulated obligations.

Legal documents need to be preserved during representative office’s operation in Vietnam

1. License for establishment of representative office;
2. Seal and Certificate seal mark;
3. Notification of tax code of Representative office;
4. The above files, invoices.

The service of Viet An Law Firm assisted in establishing representative office of foreign traders in Vietnam

1. Consulting initiating woes relating to establishing representative office of foreign traders in Vietnam;
2. Editing dossier for establishing representative office of foreign traders in Vietnam complied with clients’ requirement and regulations;
3. Applying for License of Establishment of Representative office in Vietnam;
4. Registering for issuing seal and Certificate of seal for representative office in Vietnam;
5. Registering and fulfilling procedure of Notification of tax code for Representative office of foreign trade in Vietnam;
6. Consulting about procedure after establishing Representative office of Foreign traders in Vietnam;
7. Enumerating issues with respect to employees of representative office of foreign trader in Vietnam with Department of Industry and Trade, Social Insurance Agency;
8. Consulting legal procedure, doing tax audit report on behalf of representative, for employees working in Vietnam.