Note when establishing a foreign representative office in Vietnam

Article overview

Establishment of foreign representative offices is a strategic step for many international businesses in expanding their markets. You need to clearly understand the legal regulations and necessary procedures to ensure the success of this project. In this article, Long Phan will analyze in detail with important notes, helping you avoid unnecessary risks. We invite you to consult.

What should you keep in mind when establishing a foreign representative office in Vietnam?
What should you keep in mind when establishing a foreign representative office in Vietnam?

Conditions for granting a license to establish a foreign representative office in Vietnam

Pursuant to Article 7 of Decree 07/2016/ND-CP, the conditions for establishing a foreign representative office in Vietnam are:

  • Foreign traders are established and registered in accordance with the laws of countries and territories participating in international treaties to which Vietnam is a member or recognized by the laws of these countries and territories;
  • Foreign traders have been operating for at least 01 year from the date of establishment or registration;
  • In case the Business Registration Certificate or equivalent document of a foreign trader stipulates an operating term, that term must be at least 01 year from the date of submission of the application;
  • The operational content of the Representative Office must be consistent with Vietnam’s commitments in international treaties to which Vietnam is a member;
  • In case the content of activities of a Representative Office is not consistent with Vietnam’s commitments or the foreign trader does not belong to a country or territory participating in an international treaty to which Vietnam is a member, the establishment of a Representative Office will be necessary. Representative offices must be approved by the Minister and Head of the ministerial-level agency with specialized management (hereinafter referred to as the Minister of specialized management).

A few notes when establishing a foreign representative office in Vietnam

When establishing a foreign representative office in Vietnam, the following issues should be noted:

  • Firstly, about the name of the representative office: Regarding the name of the representative office, you need to pay attention to the regulations in Article 40 of the Law on Enterprises 2020 and Article 20 of Decree 01/2021/ND-CP.
  • Second is the operation of representative offices: Regarding the operations of representative offices, it is necessary to pay attention to the provisions in Clause 2, Article 44, Article 45 of the Law on Enterprises 2020.
  • Third, you need to pay attention to the number of representative offices because a foreign trader will be limited in the number of representative offices established.
  • Fourth is about the head of the representative office
  • Fifth are other activities related to representative office operations such as registering labor regulations, reporting, etc.
 Notes when establishing a foreign representative office in Vietnam
Notes when establishing a foreign representative office in Vietnam

Order and procedures for granting licenses to establish foreign representative offices in Vietnam

File

Pursuant to Article 10 of Decree 07/2016/ND-CP, the application file for a License to establish a foreign representative office in Vietnam includes:

  1. Application for license
  2. Copy of Business Registration Certificate or documents of equivalent value of the foreign trader; Document of the foreign trader appointing/appointing the head of the Representative Office;
  3. A copy of the audited financial statement or a document confirming the fulfillment of tax or financial obligations in the most recent fiscal year or documents of equivalent value issued by a competent agency or organization where the trader is located. Established foreign country issues or certifies, proving the existence and operation of the foreign trader in the most recent fiscal year;
  4. Copy of passport or identity card or citizen identification card (if Vietnamese) or copy of passport (if foreigner) of the head of the Representative Office;
  5. Documents on the expected location of the representative office include:
  • A copy of the memorandum of understanding or location rental agreement or a copy of documents proving that the trader has the right to exploit and use the location to locate the representative office;
  • Copy of documents on the expected location of the Representative Office

Procedure

To be granted a license to establish a foreign representative office in Vietnam, you need to take the following steps:

Step 1: Submit application

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

Step 2: Receive documents

Within 03 working days from the date of receipt of the dossier, the Licensing Agency shall check and request additional documents if the dossier is not complete and valid. Requesting additional documents can be made at most once during the document processing process.

Except for the cases specified in Clause 4, Article 11 of Decree 07/2016/ND-CP, within 07 working days from the date of receipt of complete and valid documents, the Licensing Agency shall issue or not issue the Establishment License. Representative office for foreign traders.

In case of refusal to grant a permit, there must be a written statement clearly stating the reason.

Step 3: Send documents to seek opinions from specialized management ministries (if any)

In the case specified in Clause 5, Article 7 of Decree 07/2016/ND-CP and in cases where the establishment of a Representative Office has not been specified in specialized legal documents, the Licensing Agency shall send a document. Get opinions from specialized management ministries within 03 working days from the date of receipt of complete and valid documents.

Step 4: The specialized management ministry returns results (if any)

Within 05 working days from the date of receiving the written request for opinions from the Licensing Agency, the Ministry of specialized management shall issue a document clearly stating its agreement or disagreement to grant a license to establish a representative office face.

Step 5: Return results

Within 05 working days from the date of receiving the opinion of the specialized management ministry, the Licensing Agency shall grant or not grant the License to establish a Representative Office for foreign traders. In case of refusal to grant a permit, there must be a document clearly stating the reason.

Steps to establish a representative office of a foreign company in Vietnam
Steps to establish a representative office of a foreign company in Vietnam

Consulting services and support for establishing foreign representative offices in Vietnam

When establishing a foreign representative office in Vietnam, you may encounter difficult situations. Coming to Long Phan, we are proud of our professional and effective consulting services for establishing foreign representative offices in Vietnam. We fully support the necessary procedures for you, specifically:

  • Consulting on conditions for establishing representative offices
  • Detailed instructions on the order and procedures for applying for a license to establish a foreign representative office in Vietnam
  • Drafting documents: Assist you in drafting and preparing all necessary documents, ensuring documents are valid and meet the requirements of authorities.
  • Your representative works with state agencies to complete registration procedures, including operating licenses and related documents.
  • Support for post-establishment activities: Provide consulting services on issues that arise after establishing an office, such as tax reporting, human resources, and other management regulations.

If you have any questions and need advice and support, please contact Long Phan via hotline 0906735386 today. We are always ready to listen and help you.