Setup a Foreign Representative Office in Vietnam

To setup a foreign representative office in Vietnam, a foreign trade promotion organization must satisfy specific legal conditions and submit a complete application dossier as stipulated by law. A comprehensive understanding of the legal framework is essential to ensure a successful licensing procedure. This article delivers a technical guide on the process to setup a foreign representative office in Vietnam.

Licensing Conditions to Setup a Foreign Representative Office in Vietnam

A foreign trade promotion organization must meet strict conditions. These standards, detailed in Clause 1, Article 28 of Decree 28/2018/NĐ-CP, are mandatory for the issuance of a license. Compliance ensures the organization’s lawful operation in Vietnam.

• Legal Status and Financial Capacity: The foreign trade promotion organization must be legally established and operate under the laws of its home country. It must have a valid establishment license or equivalent business registration certificate issued by a competent foreign authority. The organization must demonstrate stable financial capacity to support its activities.
• Purpose of Operation: The representative office’s activities in Vietnam are restricted to trade promotion. Direct business activities that generate revenue are prohibited. The office’s operations must comply with Vietnamese law and must not fall within sectors where investment is forbidden.
• Operational Justification: The foreign trade promotion organization must demonstrate a practical need to continue its presence and operations in Vietnam through the formal structure of a representative office.

Competent Licensing Authority

The Department of Industry and Trade in the province or city where the representative office intends to be located is the competent authority for issuing the establishment license. This authority is specified in Clause 1, Article 26 of Decree 28/2018/NĐ-CP, as amended by Clause 1, Article 1 of Decree 14/2024/NĐ-CP.

The Department of Industry and Trade is responsible for receiving, appraising, and deciding on the license application. The agency verifies the completeness and validity of the submitted dossier, which includes assessing the legal conditions and operational viability of the foreign trade promotion organization.

Procedure to Setup a Foreign Representative Office in Vietnam

After understanding the sequence of steps, the foreign trade promotion organization must prepare a complete application dossier according to legal requirements. The dossier’s components are critical for a swift and accurate licensing process.

Required Application Dossier

The dossier to setup a foreign representative office in Vietnam includes multiple documents. Clause 2, Article 26 of Decree 28/2018/NĐ-CP details the required components.

The application dossier consists of:

• An application form for the establishment license (using Form No. 01 from the Appendix of Decree 28/2018/NĐ-CP), signed by an authorized representative of the foreign trade promotion organization.
• A document from the competent state authority of the foreign country permitting the organization to establish a representative office in Vietnam, or a document proving the organization’s right to establish a representative office abroad. (This document requires consular legalization).
• A copy of the Establishment License or an equivalent document. (This document requires consular legalization).
• A copy of the Charter or operational regulations of the foreign trade promotion organization.
• The proposed Charter or operational regulations for the representative office in Vietnam.
• An activity report of the foreign trade promotion organization for the most recent financial year.
• The letter of appointment and curriculum vitae (CV) of the Chief Representative and other personnel of the representative office in Vietnam. (The appointment letter requires consular legalization).
• A non-certified copy of the contract, agreement, or related documents for the head office location of the representative office.

Important Note: All documents submitted to the Department of Industry and Trade must be translated into Vietnamese.

>>> See more at: Form No. 01 – Appendix issued together with Decree No. 28/2018/ND-CP.

Dossier Submission Methods

The foreign trade promotion organization can select a suitable method for dossier submission. Clause 3, Article 26 of Decree 28/2018/NĐ-CP, as amended by Point b, Clause 1, Article 1 of Decree 14/2024/NĐ-CP, now includes provisions for online submission.

The available submission methods include:

• Postal Service: Sending the dossier via postal service to the Department of Industry and Trade.
• In-Person Submission: Submitting the dossier directly at the office of the Department of Industry and Trade. The submitter must present a letter of introduction or a power of attorney that has been translated into Vietnamese and consular legalized.
• Online Submission: Submitting the dossier through the National Public Service Portal or the provincial-level information system.

The Licensing Process

The process to setup a foreign representative office in Vietnam follows steps defined in Clause 4, Article 26 of Decree 28/2018/NĐ-CP, as amended by Point c, Clause 1, Article 1 of Decree 14/2024/NĐ-CP.

• Step 1: Dossier Preparation The applicant prepares a complete dossier according to legal regulations and selects a submission method.
• Step 2: Dossier Appraisal Within 20 days of receiving a complete and valid dossier, the licensing authority will review and issue the license. If the application is rejected, the authority must provide a written response stating the reasons. In cases where the representative office’s activities involve trade promotion for goods and services for national security and defense, the Department of Industry and Trade must consult with the Ministry of Public Security and the Ministry of National Defense. The processing time for these cases is 40 days from the receipt of a complete dossier.
• Step 3: Decision Issuance The final step is the decision to issue or refuse the license. The decision to grant the license will specify the conditions, scope of activities, and validity period.

>>> See more at: Establishment of representative offices of foreign companies in Vietnam

Statutory Processing Timeframe

The timeframe for processing a license application to setup a foreign representative office in Vietnam is clearly defined by Clause 4, Article 26 of Decree 28/2018/NĐ-CP, as amended by Point c, Clause 1, Article 1 of Decree 14/2024/NĐ-CP.

• Standard Cases: The processing time is 20 days from the date of receipt of a complete and valid dossier.
• Security/Defense-Related Cases: For activities requiring consultation with the Ministry of Public Security and the Ministry of National Defense, the processing time is 40 days.

Licensing Services by Long Phan Consulting Company

Long Phan Consulting Company provides comprehensive consulting services to support clients seeking to setup a foreign representative office in Vietnam. Our team of experienced lawyers and experts in international trade law guides clients from dossier preparation to final license receipt, ensuring a fast and compliant process.

Our all-inclusive consulting and support services include:

In-depth Consultation

We conduct a thorough analysis of the organization’s status to ensure full compliance with Vietnamese law.

• Condition Assessment: We analyze and compare the organization’s profile against current regulations to assess licensing eligibility.
• Legal Analysis: We review legal aspects related to the parent organization’s structure and the planned activities of the representative office.
• Solution Provision: We advise on optimal solutions to meet licensing conditions and mitigate potential risks.

Dossier Preparation Support

We ensure the application dossier is complete, accurate, and professional, increasing the success rate and reducing processing time.

• Document Drafting: We prepare all necessary documents according to official forms and regulations.
• Translation & Notarization: We facilitate the translation of foreign documents into Vietnamese and perform notarization as required.
• Consular Legalization: We guide and assist with the consular legalization process for documents issued by foreign authorities.
• Dossier Finalization: We organize, check, and finalize the entire dossier for submission.

Authorized Representation

Long Phan Consulting Company acts as the client’s official representative, working directly with competent state agencies to ensure a smooth process.

• Dossier Submission and Monitoring: We represent the client to submit the dossier and proactively monitor its processing status.
• Regular Consultation and Clarification: We act on the client’s behalf to clarify and supplement the dossier upon request from the case officer.
• Issue Resolution: We coordinate with the client to resolve any issues that arise during the appraisal process.
• Result Collection: We receive the establishment license and deliver it to the client.

Post-Licensing Support We continue to advise on legal compliance, periodic reporting obligations, and other procedures throughout the representative office’s operation in Vietnam. To successfully setup a foreign representative office in Vietnam, expert guidance is key.

Frequently Asked Questions

Below are common questions regarding how to setup a foreign representative office in Vietnam.

Validity Period of the Representative Office License

Typically, the license is valid for 05 years from the date of issuance, but it cannot exceed the remaining validity period of the parent organization’s registration certificate (if the foreign law specifies a limited term).

Requirement for a Vietnamese Chief Representative

The law does not mandate that the Chief Representative must be a Vietnamese citizen. A foreigner can be appointed to this position, provided they are not prohibited from holding managerial positions and meet the conditions for a work permit in Vietnam.

Authority to Sign Commercial Contracts

A representative office is not permitted to directly sign commercial contracts for the purpose of generating profit from buying or selling goods and services. However, the Chief Representative may sign contracts necessary for the office’s internal operations (e.g., office lease, equipment purchase, employment contracts) or other contracts as duly authorized by the parent organization.

Common Reasons for Application Rejection

Frequent reasons for rejection include the parent organization failing to meet activity duration or sector requirements; an incomplete or inconsistent dossier; foreign documents not being properly consular legalized; or the proposed operational objectives in Vietnam being inconsistent with the functions of a representative office.

Post-Licensing Procedures

After licensing, the representative office must complete several mandatory procedures: carving and registering a seal with the police department; opening a bank account; registering for a tax identification number to fulfill personal income tax obligations; and applying for work permits for foreign personnel (if any).

Periodic Reporting Requirements

Yes. Annually, before January 30th of the following year, the representative office must submit a written report on its activities during the previous year to the Department of Industry and Trade, using the prescribed form. The process to setup a foreign representative office in Vietnam requires ongoing compliance.

Conclusion

The issuance of a license to setup a foreign representative office in Vietnam for a foreign trade promotion organization demands a deep understanding of legal regulations. Clients must strictly adhere to all conditions and procedures to ensure success. Long Phan Consulting Company is ready to assist you in completing all formalities quickly and effectively. Contact our hotline at 1900 636 389 for a detailed consultation.