Regulations, Conditions, and Dossiers for Establishing a Representative Office of a Foreign Company in Vietnam

The procedure to register the establishment of a Representative Office is the safest and most effective legal stepping stone for foreign traders to officially establish a presence, explore the market, and promote trade in Vietnam. Although it brings many advantages by not bearing the tax pressure like normal enterprises, preparing a valid dossier and meeting strict conditions under Vietnamese law is a major barrier for many international investors. The following article by Apolo Lawyers will help clients fully resolve any questions regarding this process. Please contact our Hotline at  +84 979.489.879 for the best consultation and support from Apolo Lawyers.

1. Legal Framework Governing the Operations of Foreign ROs

In Vietnam, the presence and operations of an RO are directly governed by the following legal documents:

• 2005 Commercial Law: Establishes the foundational regulations on the rights, obligations, and nature of operations of a foreign trader representative office.

• Decree No. 07/2016/ND-CP: Details and guides the implementation of the Commercial Law regarding Representative Offices and Branches of foreign traders in Vietnam.

Under Vietnamese law, an RO is a dependent unit of a foreign trader, established to explore the market and carry out certain trade promotion activities permitted by Vietnamese law.

Regulations, Conditions, and Dossiers for Establishing a Representative Office

of a Foreign Company in Vietnam 

2. Conditions for Establishing a Representative Office

Based on Article 7 of Decree 07/2016/ND-CP, the state management agency in Vietnam will only grant a license when the foreign trader fully meets the following 4 core conditions:

• Condition on legal status: The foreign trader must be legally established or have its business registered under the regulations of a country or territory participating in international treaties to which Vietnam is a member.
• Condition on operation time: The parent company abroad must prove it has operated for at least 01 year, starting from the date of its legal establishment or business registration.
• Condition on the validity period of the Business Registration: If the Business Registration Certificate (or equivalent document) specifies an expiration date, that validity must remain for at least 01 year from the date of submitting the registration dossier in Vietnam.
• Condition on operational objectives: The expected operations of the RO must align with Vietnam commitments in international treaties.

If they are not suitable, or if the home country of foreign companies has not participated in an international treaty with Vietnam, the licensing must be approved by the Minister of the specialized management ministry.

3. Dossier to Apply for a License to Establish a Representative Office

Once the above conditions are met, the foreign trader needs to prepare 01 dossier for RO establishment registration to submit to the Department of Industry and Trade or the Management Board of the Industrial Park/Export Processing Zone. The mandatory dossier includes the following documents:

• Application for establishing an RO: In the form prescribed by the Ministry of Industry and Trade, signed and stamped (if any) by the competent representative of the foreign trader.
• A copy of the Business Registration Certificate (or equivalent document).
• A document appointing/designating the head of the RO.
• A copy of the audited financial statements: Or documents proving the fulfillment of tax/financial obligations in the most recent fiscal year of the parent company.
• Copies of the legal documents of the head of the RO: For foreigners, a copy of their Passport; for Vietnamese citizens, a copy of their Citizen Identity Card or Passport.
• Dossier proving the right to use the headquarters location: This includes a copy of the lease contract and a copy of documents proving the legal leasing rights of the lessor (such as a Land Use Right Certificate, Certificate of House Ownership, etc.).

Important note on the validity of the dossier: Documents of foreign origins must be Consular Legalized at the Vietnamese diplomatic representative agency abroad, and then translated into Vietnamese and notarized in accordance with legal regulations.

4. Operational Limits of Representative Offices

Besides meeting the initial conditions and preparing the correct dossier, Vietnamese law has very clear prohibitions and limits regarding the nature of operations of an RO:

• Absolutely no profit-generating business functions: An RO is not allowed to be involved in activities that directly generate profits in Vietnam (such as trading goods or providing direct services to customers).
• Not allowed to arbitrarily sign commercial contracts: The Head of the RO must not enter into, amend, or supplement contracts signed by the parent company, except in cases where there is a legal written Power of Attorney from the parent company for each specific case.

Regulations, Conditions, and Dossiers for Establishing a Representative Office

of a Foreign Company in Vietnam 

5. The Important Role of Local Legal Experts

Carrying out the RO establishment procedure on your own can lead to many difficulties as you need complex legal regulations and the likelihood of errors. Hence, Lawyers play a key role in helping you navigate all processes and ensure they are carried out accurately:

• In-depth legal consultation: Assisting clients in selecting the appropriate business type and drafting company charters
• Drafting and reviewing applications: Ensuring applications are complete and ready-to-submit to avoid rejections or delays.
• Supporting post-establishment procedures: Seal engraving, opening bank accounts, tax registration, and other related legal procedures.

If you still have difficulties or further questions regarding the Procedures for establishing a Representative Office, as well as any other legal issues, please contact Apolo Lawyers via Email contact@apolo.com.vn or Hotline + 84 979.489.879 for the best advice and support. We are a law firm operating on a foundation that prioritizes prestige and a sense of responsibility. Our lawyers are highly qualified professionals with years of practice experience who always work with dedication and enthusiasm. Client information is kept strictly confidential. We are dedicated to bringing satisfaction to our clients.

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