Dossier and Procedures for Registering the Establishment of a Representative Office in Vietnam

The demand for establishing a representative office, including setting up a representative office for a Vietnamese enterprise and for a foreign trader in Vietnam, is increasing. This is a procedure that is not overly complex but is also not simple for those without legal knowledge. We provide the following guidelines for establishing a representative office.

1. What is a Representative Office?

1.1. What is a Representative Office of a Vietnamese Enterprise?

A representative office is a dependent unit of a Vietnamese enterprise, tasked with performing all or part of the enterprise’s functions, including the function of authorized representation. The business lines of the representative office must align with the business lines of the enterprise.

A representative office of a Vietnamese enterprise is established under Vietnamese law and has its headquarters in Vietnam.

Vietnamese enterprises include both domestic-invested enterprises and foreign-invested enterprises.

1.2. What is a Representative Office of a Foreign Trader in Vietnam?

A representative office of a foreign trader in Vietnam is a dependent unit of the foreign trader, established in accordance with Vietnamese law to explore the market and carry out certain trade promotion activities permitted by Vietnamese law.

Foreign trader: A trader legally established and registered for business under foreign law or recognized by foreign law (as stipulated in Article 16 of the Commercial Law of Vietnam 2005).

A foreign trader includes a legally established economic organization or an individual who conducts commercial activities independently, regularly, and has a business registration in accordance with this regulation. A trader is not limited to an organization (as stipulated in Article 6 of the Commercial Law of Vietnam 2005).

2. Conditions for Establishing a Representative Office

The conditions for establishing a representative office for a Vietnamese enterprise are generally quite simple compared to those for establishing a representative office for a foreign trader.

2.1. Conditions for Establishing a Representative Office of a Vietnamese Enterprise

• The registered business lines of the representative office must match the business lines of the company.
• The name of the representative office must be set in accordance with legal regulations, specifically:
  • The name of the representative office must be written using letters from the Vietnamese alphabet, the letters F, J, Z, W, numerals, and symbols to ensure distinctiveness.
  • The name of the representative office must bear the name of the enterprise followed by the phrase “Văn phòng đại diện” (Representative Office). For example, if Rang Dong Joint Stock Company establishes a representative office, its name will be “Văn phòng đại diện Công ty cổ phần Rạng Đông” (Representative Office of Rang Dong Joint Stock Company).
• In addition, the name of the representative office must comply with the general rules for naming enterprises, which are:
  • Do not use a name that is identical or confusingly similar to a registered enterprise name.
  • Do not use the name of a state agency, armed forces unit, political organization, socio-political organization, socio-political-professional organization, social organization, or socio-professional organization, except with the consent of that agency, unit, or organization.
  • Do not use words or symbols that violate historical traditions, culture, ethics, or national customs.
• When making the representative office sign, the name of the representative office must be printed or written in a smaller font size than the Vietnamese name of the parent company. This regulation also applies to transactional documents, records, and publications issued by the representative office.
• The representative office must have a head office, and this head office must comply with legal regulations. The address must include the house number, alley, street, ward, commune, district, provincial city, province, or centrally-run city; phone number, fax number, and email (if any).

2.2. Conditions for Establishing a Representative Office of a Foreign Trader

According to Decree 07/2016/ND-CP, which provides detailed regulations on representative offices and branches of foreign traders in Vietnam, the conditions for establishing a representative office of a foreign trader are as follows:

A foreign trader shall be granted a License for Establishment of a Representative Office if it satisfies the following conditions:

• The foreign trader is established and registered for business in accordance with the law of a country or territory that is a member of an international treaty to which Vietnam is a member, or is recognized by the law of such country or territory.
• The foreign trader has been operating for at least 01 year since its establishment or registration.
• In case the business registration certificate or equivalent document of the foreign trader specifies a term of operation, that term must be at least 01 year from the date of application submission.
• The content of the representative office’s operations must be consistent with Vietnam’s commitments in the international treaties to which Vietnam is a member.
• If the content of the representative office’s operations is not consistent with Vietnam’s commitments or the foreign trader is not from a country or territory that is a member of an international treaty to which Vietnam is a member, the establishment of the representative office must be approved by the Minister or Head of the ministry-level specialized management agency (hereinafter referred to as the Minister of the specialized management ministry).

3. Representative Office Establishment Dossier

3.1. Dossier for Establishing a Representative Office of a Vietnamese Enterprise

The dossier for establishing a representative office of a Vietnamese enterprise includes the following documents:

• Notice of Registration of Representative Office Operations (Form Appendix II-7 issued with Circular 01/2021/TT-BKHĐT).
• Resolution, decision, and a copy of the meeting minutes of the Members’ Council regarding the establishment of the representative office (for two-member limited liability companies, partnerships).
• Resolution, decision, and a copy of the meeting minutes of the Board of Directors regarding the establishment of the representative office (for joint-stock companies).
• Resolution, decision of the company owner regarding the establishment of the representative office (for single-member limited liability companies).
• Copy of the legal papers of the individual who will be the head of the representative office.
• Power of attorney for the person submitting the dossier and receiving the results if it is not the legal representative. This document does not require notarization or certification.
• A valid copy of one of the personal identification documents of the authorized person (if any):
  • For Vietnamese citizens: Valid Citizen Identity Card or Vietnamese Passport.
  • For foreigners: Valid foreign Passport or equivalent document.

3.2. Dossier for Establishing a Representative Office of a Foreign Trader in Vietnam

The dossier for establishing a representative office of a foreign trader includes the following documents:

(1) Application form for the establishment license of a Representative Office according to the form of the Ministry of Industry and Trade, signed by the authorized representative of the foreign trader. (2) Copy of the business registration certificate or an equivalent document of the foreign trader. (3) Document from the foreign trader appointing the head of the Representative Office. (4) Copy of the audited financial report or a document confirming the fulfillment of tax or financial obligations in the most recent fiscal year, or an equivalent document issued or confirmed by a competent authority or organization where the foreign trader is established, proving the existence and operation of the foreign trader in the most recent fiscal year. (5) Copy of the passport, identity card, or citizen identity card (if a Vietnamese citizen) or copy of the passport (if a foreigner) of the head of the Representative Office. (6) Documents concerning the location where the Representative Office is expected to be located, including: * A copy of the memorandum of understanding or lease agreement, or a copy of the document proving the trader’s right to exploit or use the location for the representative office. * A copy of the documents regarding the intended location of the representative office as stipulated in Article 28 of Decree 07/2016/ND-CP and other relevant legal regulations.

Note: Documents (2), (3), (4), and (5) (in the case of a copy of the passport of a foreign head of the Representative Office) must be translated into Vietnamese and authenticated in accordance with Vietnamese law. Document (2) must be certified or legalized by the diplomatic or consular representation of Vietnam in the foreign country in accordance with Vietnamese law.

4. Procedure for Establishing a Representative Office

Step 1: Submit the representative office establishment dossier to the competent authority

• For the registration of a representative office of a Vietnamese enterprise: The entity submits the dossier directly, by post, or online (if applicable) to the Department of Finance in the province or city where the representative office is planned to be located.
• For the application for a license to establish a representative office of a foreign trader: The foreign trader (Foreign Company) submits the dossier directly or by post to the Department of Industry and Trade in the province or city where the representative office is planned to be located.

Note: For applying for a license to establish a Representative Office in an industrial park, export processing zone, economic zone, or hi-tech park (collectively “industrial park”): The foreign trader submits the dossier to the location where the representative office is intended to be located, in case the establishment of the Representative Office is not yet regulated by a specialized legal document.

Step 2: The competent authority examines the representative office establishment dossier

The Department of Finance, Department of Industry and Trade, or the Industrial Park Management Board examines the dossier. If the dossier is incomplete or invalid, they will request supplementation as follows:

Within 03 days from the date of receipt of the dossier, the competent authority will examine it and request supplementation if it is incomplete or invalid.

Note: The request for dossier supplementation is regulated to be made a maximum of once during the processing of the dossier.

Step 3: Issue a decision to grant or refuse the license for establishing a representative office

The Department of Finance, Department of Industry and Trade, or the Industrial Park Management Board will issue a decision to grant or refuse the Certificate of Registration of Representative Office Operations for the enterprise or the License for Establishment of a Representative Office for the Foreign Trader.

• 03 working days from the date of receiving a valid dossier: Grant of the Certificate of Registration of Representative Office Operations for a domestic enterprise.
• 07 working days from the date of receiving a valid dossier: Grant of the License for Establishment of a Representative Office for a Foreign Trader.

If the competent authority refuses to grant the license, a notice must be issued clearly stating the reasons.

Note: If the content of the Representative Office’s operations is not consistent with Vietnam’s WTO commitments or the foreign trader is not from a country or territory that is a member of an international treaty to which Vietnam is a member, the establishment of the Representative Office must be approved by the Minister or Head of the ministry-level specialized management agency (Minister of the specialized management ministry).

Step 4: Perform other procedures after establishing the representative office

After completing the procedures with the business registration authority, the company will proceed with the procedures for making a seal for the representative office, registering to purchase a digital signature, and creating a signboard for the representative office.

5. Representative Office Establishment Services at VN Law Firm

Our representative office establishment services at VN Law Firm help clients save a significant amount of time and effort. With VN Law Firm, you will receive representative office establishment services that include:

• Consulting on the process and procedures for establishing a representative office.
• Advising the client on preparing the necessary documents.
• Drafting and submitting the representative office establishment dossier to the Business Registration Office on behalf of the client.
• Monitoring the dossier, supplementing, or correcting it (if any) as requested by the officer.
• Performing the procedure to publish business registration information on the Information Portal.
• Delivering the business license.
• Guiding the client on important post-establishment procedures to be aware of.