ESTABLISHMENT OF A REPRESENTATIVE OFFICE IN VIETNAM

With the development of the world, opening representative offices in another country is a trend of integration. It faces many challenges and difficulties when an enterprise has to research procedures, files, and services to set up representative offices in other countries. Understanding these difficulties, the Doanh Tri Law Firm would like to guide and summarize the most necessary steps to help entrepreneurs organize representative offices. 

I. Conditions to establish a representative office in Vietnam

Enterprises can only be granted an Operation Certificate of representative offices if they fully satisfy the following conditions: 

1. Foreign companies have been established and registered according to the laws of the countries participating in treaties to which Vietnam is a member or recognized by the laws of these countries;
2. A foreign company has operated for at least 1 year from the date of its establishment or registration;
3. In case the foreign business registration certificate has a period of operation, the duration of this license must be at least 1 year from the date of submission in Vietnam;
4. The representative offices’ mission is analyzing the market, promoting commerce in Vietnam;
5. In case the content of operations of a representative office is inconsistent with the commitment of Vietnam or the foreign company outside the country participating in the international treaties of which Vietnam is a member, the establishment of the offices must be approved by ministers or heads of specialized ministry-level agencies.

II. The prepared dossier for establishing a representative office in Vietnam

1. An application for setting up a representative office of the foreign trader in Vietnam;
2. A copy of Business Registration Certificate or equivalent document of foreign trader certified by the competent authority where the foreign company is established;
3. Written appointment of the head of the representative office of a foreign company;
4. Copies of audited financial statements or documents certifying the performance of tax or financial obligations in the latest financial year or equivalent documents issued by competent agencies or organizations where traders establish or certify, prove the existence and operation of foreign traders in the latest financial year;
5. Copy of passport or ID card or citizen identity card (if Vietnamese) or copy of passport (if foreigners) of the Head of Representative Office;
6. Document of the location  where the representative office's office is to be located, including:

- Leasing office contract and Certificates of land use right (if leasing from the property enterprise, it is necessary to provide additional business registration certificate with the function of real estate business);

- The location of the head office of a foreign company’s representative office must be consistent with Vietnamese law on security, order, labor safety, and other conditions under the law.

Documents that need notarizing translation and consulting legalization includes:

• Documents that need consulting legalization and notarizing translation is Certificate of Business registration;
• Documents that need to be translated into Vietnamese and notarized includes:
  • Passport of the Head of Representative Office;
  • Company charter;
  • Audited financial statements or documents certifying the situation of tax or financial obligations in the latest year;
  • Report and summary of the annual financial statement which has been audited by an independent audit organization within 150 days from the end of the fiscal year;

Note: All documents for establishing a representative office are signed and sealed by the Parent company. In case the Parent company in foreign countries has no signature, the whole dossier must be consular legalized.

III. Establishing a representative office of a foreign company in Vietnam

Step 1: Issuance of License for establishing a representative office of a foreign company:

Time for completion is from 7 to 10 working days;

Step 2: Carve the round seal of the Representative Office of a foreign company

Time to complete: 05 working days;

Step 3: Issuing notices of tax identification numbers filed on behalf of foreign companies' representative offices

Time to complete: 05 -07 working days.

Announcing information about representative offices of foreign companies in Vietnam

Within 15 days from the date of issuance, re-issuance, adjustment, extension, and revocation of a representative office establishment license, the License Agency shall publish on its website:

1. Name and address of the representative office;
2. Name and address of foreign trader;
3. The head of the representative office;
4. Number, date of issue, and the period License for setting up a representative office or licensing agency;
5. Operation contents of representative offices;
6. Date of re-issuance, modification, extension, and revocation of representative office establishment license.

IV. Legal documents to be kept during the operation of the representative office of a foreign company in Vietnam

1. Operating license;
2. Seal, Certificate of seal sample;
3. Notice of tax code paid on behalf of the Representative Office;
4. Documents, license.

The above mentioned are the contents related to the establishment of a foreign representative office. If you have any queries, please contact us directly for advice from our experts.

Contact Hotline:  0911.233.955   or Email:  [email protected] 

Doanh Tri Law firm is willingly pleased to accompany and cooperate with you!

Best regards./.