Establishment of representative offices of foreign companies in Vietnam

Establishing a representative office of a foreign company in Vietnam is a procedure to help foreign traders expand their operations and learn about the Vietnamese market. This establishment requires the business to meet a number of specific conditions and comply with a strict registration process as prescribed by law. To better understand the conditions, documents and procedures for establishing a representative office, please refer to the article below.

Conditions for establishing a representative office of a foreign company in Vietnam

To establish a representative office in Vietnam, foreign traders need to meet the conditions prescribed in the Law on Commercial  2005 and Article 7 of Decree 07/2016/ND-CP, including:

• Legally established: Traders must be established and registered to do business in accordance with the laws of the country or territory to which Vietnam is a member in international treaties or recognized by the laws of that country.
• Operating for at least 1 year: Foreign traders have been operating for at least 1 year since being established or registered.
• Valid business registration: The business registration must be valid for at least 1 year from the date of application.
• In accordance with international commitments: The activities of the Representative Office must comply with Vietnam’s commitments in international agreements that Vietnam participates in.
• Special approval: If the activity is not in accordance with Vietnam’s international commitments or the trader is from a country that does not participate in international treaties to which Vietnam is a member, approval from the Minister or Head of specialized management agency.

Application for a License to establish a representative office of a foreign company

The application for a representative office establishment license needs to be carefully prepared and include the following documents:

• Application for License: According to model MD-1 Issued together with Circular 11/2016/TT-BCT, this application must be signed and stamped by the legal representative of the foreign company.
• Business registration certificate of parent company: Copy with consular authentication at a Vietnamese diplomatic mission or notarized internationally. This document confirms the legality and legal status of the parent company in the host country.
• Audited financial statements or equivalent financial documents: Provide financial documents of the most recent fiscal year to prove that the parent company is operating normally. Can be replaced by a document confirming the status of tax obligations or financial confirmation.
• Document appointing the head of the representative office: This document clearly identifies the representative individual and is responsible before the law in Vietnam.
• Personal documents of the head of the representative office: Copy of ID card/ID card (if Vietnamese) or copy of passport (if foreigner).
• Location documents: Notarized copy of office lease contract and land use right certificate of the lessor (if renting from an individual or organization).

Note: Foreign documents need to be translated into Vietnamese and notarized according to Vietnamese regulations. Documents need to be complete and scientifically organized to increase the likelihood of quick approval from the licensing agency.

CSPL: Article 10 of Decree 07/2016/ND-CP.

Procedures for granting a License to establish a representative office of a foreign company

Procedures for granting a License to establish a representative office for a foreign company in Vietnam are prescribed as follows:

Step 1: Submit application:

Foreign traders can submit applications directly, by post, or online (if eligible) to the Licensing agency where the Representative Office is expected to be located.

Step 2: Check your profile:

• Within 03 working days from receipt of the application, the licensing agency checks the completeness and validity of the application.
• If the dossier is incomplete, the agency will request additional information, and the additional request can only be made once.

Step 3: Licensing:

• Within 07 working days from receipt of complete and valid documents, the Licensing agency will decide whether or not to grant the License.
• If permission is refused, there must be a written statement clearly stating the reason.

Step 4: Consult specialized management ministries:

• If the application requires consultation with the specialized management ministry, the licensing agency will send a written request for comments within 03 working days.
• The specialized management ministry will have a written response within 05 working days.
• After receiving comments, the licensing agency will decide to grant a license within 05 working days.
• In case permission is not granted, there must be a written explanation of the reason.

CSPL: Article 11 Decree 07/2016/ND-CP.

Consulting services and support for establishing representative offices of foreign companies

To support foreign businesses in meeting requirements in Vietnam, Long Phan provides consulting services and support procedures for establishing representative offices including:

• Provide detailed information about the conditions, processes and requirements when establishing a representative office in Vietnam.
• Assist customers in preparing and drafting necessary documents.
• Support in completing License application documents and prepare necessary documents to submit to competent authorities.
• Representatives of foreign traders submit applications to establish representative offices at licensing agencies.
• Consulting on handling requests to supplement or adjust documents from state agencies.
• Support other related procedures after being licensed.

Establishing a representative office in Vietnam is an important step for foreign traders to expand their business activities and develop the market in this country. However, this process requires strict compliance with legal regulations and administrative procedures. If you need support in the process of establishing a representative office of a foreign company, please contact Long Phan via hotline 0906735386, for timely support.