REPRESENTATIVE OFFICE ESTABLISHMENT IN VIETNAM 2022

A representative office is a dependent unit of an enterprise and has the task of representing by authorization for the interests of the enterprise and protecting those interests according to the provisions of Article 45 of the Enterprise Law. The establishment of a representative office or a branch of the company will depend on the business purpose of the company. For foreign businesses that are planning to open a representative office in Vietnam, Doanh Tri Law would like to guide the establishment process and procedures through the essay below.

1. Legal basis:

- Law on Enterprise 2014;

- Decree No.07/2016/NĐ-CP.

2. Conditions for licensing:

According to Article 7 of Decree 07/2016/ND-CP stipulating that foreign traders are granted a License to establish a representative office in Vietnam when meeting the following conditions:

(i) Foreign traders are permitted to establish and register their business in accordance with the laws of countries and territories participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories;

(ii) Foreign traders have operated for at least 01 year from the date of establishment or registration;

(iii) In cases where the foreign trader's business registration certificate or paper of equivalent value has a specified term of operation, such time limit must be at least 01 year from the date of application submission;

(iv) The operation contents of the Representative Office must be consistent with Vietnam's commitments in international treaties to which Vietnam is a signatory;

(v) In case the operation content of the representative office is not consistent with the commitments of Vietnam or the foreign trader is not a member of a country or territory participating in an international treaty to which Vietnam is a contracting party, the establishment of a representative office shall be carried out. representative offices must be approved by ministers or heads of specialized ministerial-level agencies.

3. Dossier for representative office establishment:

Businessman may prepares 01 set includes:

(i) An application form for representative office establish license, made according to the form of the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;

(ii) A copy of the foreign trader's business registration certificate or paper of equivalent validity, the validity period must be at least 01 year (Must be translated into Vietnamese and consularly legalized);

(iii) The document of the head present appointing the head of the representative office (Must be translated into Vietnamese and legalized);

(iv) A copy of the audited financial statement or a written certification of the fulfillment of tax or financial obligations in the latest fiscal year or a paper of equivalent value issued by a competent agency or organization in the locality; Established foreign traders grant or certify and prove the existence and operation of foreign traders in the latest fiscal year; Documents issued by foreign competent authorities (Must be translated into Vietnamese and consular legalized)

(v) A copy of the passport of the head of the representative office;

(vi) Representative office establish Decision;

(vii) A copy of the Charter in case foreign traders are economic organizations

(viii) Notice of registration of representative office operations;

(ix) A valid copy of meeting minutes of the Members' Council, for limited companies with two or more members, of the company's owner, or of the Members' Council or the company's president, for limited liability companies. one-member limited liability, of the Board of Directors, for joint-stock companies, of general partners, for partnerships, for the establishment of a representative office;

(x) Application for supplementing and updating business registration information (For enterprises operating under an Investment License, Investment Certificate or equivalent legal documents that have not yet been supplemented or updated)

(xi) Power of attorney for the applicant; Notarized Identity card/passport of the applicant (If the business owner does not directly submit the application)

(xii) Documents on the proposed location of the representative office's headquarters, including:

- A copy of the memorandum of understanding or agreement to lease the location or a copy of the document proving that the trader has the right to exploit and use the location to locate the representative office;

- A copy of the document on the proposed location of the representative office's headquarters as prescribed in Article 28 of Decree No.07/2016/ND-CP and relevant laws.

4. The process of granting a license:

Step 1: Submit your application

Foreign traders apply directly to the Provincial-level Department of Industry and Trade of where the representative office is expected to be located or submit an application online to the National Portal on business registration.

Within 03 days from the date of receipt of the application, the licensing agency shall examine and request additional information if the application is incomplete or invalid. The request for additional records is made at most once during the processing of the application.

Step 2: Get the result

After accepting the dossier, if it is necessary to supplement or adjust the dossier to make it valid, the competent authority will notify the foreign merchant.

Within 15 working days after receiving a complete and valid dossier, the Department of Industry and Trade shall complete the appraisal and grant the License to establish a representative office. In case of refusal, the licensing agency must in writing stating the reason.

5. Term of License

The license for establishment of a representative office of a foreign trader is valid for 5 years but must not exceed the remaining term of the business registration certificate, or an equivalent document of the foreign trader, in the case of a foreign trader.

The duration of the extended representative office establishment license shall comply with the provisions of Clause 1, Article 9 of Decree No. 07/2016/NĐ-CP.

The above article is our firm's perspective towards representative office establishment Vietnam 2022. For more information and advice on this issue, please contact Doanh Tri Law Firm directly via:
Hotline: (+84) 911.233.955 - (024) 6293 8326
Email: [email protected]
Doanh Tri Law Firm is pleased to accompany our customers!