Establish Representative Office in Vietnam

Establish Representative Office in Vietnam

Rất tiếc, mục này chỉ tồn tại ở Tiếng Anh. For the sake of viewer convenience, the content is shown below in the alternative language. You may click the link to switch the active language.

Overseas business demanding for market exploration and trade promotion in Vietnam should establish the representative office. To facilitate establishing representative office of overseas business in Vietnam, Viet An Law details procedures and documents in need of preparation as below:

Procedures on establishing representative office of overseas business in Vietnam

License of Representative Office Establishment in Vietnam (License) is issued only when meeting following conditions:

  1. Being the businessman announced legal by the country where the businessman incorporates the business;
  2. Having operated for not more than 01 year since legal incorporation or business registration.
  3. The License of the foreign business is valid for 05 years but should not exceed remaining validity of the Business Registration Certificate or equivalent legal certificate of the foreign business if term of the Business Registration Certificate is detailed

Documents for establishing representative office of overseas business in Vietnam

  1. Application for establishing representative office of overseas business in Vietnam;
  2. Copy of Business Registration Certificate or equivalent certificate of the foreign business confirmed by the competent agency where the overseas business is incorporated;
  3. Audited financial statement or other equivalent document proving practical existence and operation of the overseas business (businessman) in the latest financial year;
  4. Copy of Charter if the overseas business is economic organization., (Bizfile for Singaporean foreign business);
  5. Copy of passport or ID Card of the head of the representative office;
  6. Contract of premises rental to set up representative office of overseas business in Vietnam.

Cases of no permit for establishing representative office of overseas business in Vietnam

The License will not be issued in following cases:

  1. Businessman does not meet the said conditions.
  2. Businessman only trades in items included in the list of prohibited products and services stipulated by Vietnamese laws.
  3. Businessman applies for the License within 02 years since revocation of that License.
  4. It is proved that establishment of the representative office will harm national defence, security, order, safety of society, historical, cultural tradition, ethics and custom of Vietnam as well as health of people, natural resources and environment.
  5. Documents are not appropriate and no addition is made as required by the competent agencies.

Public announcement of representative office of overseas business in Vietnam

Within 4 days of the License, following contents should be posted on three consecutive articles of the stipulated printed or electronic newspaper:

  1. Name and head office of the Representative Office, Branch;
  2. Name and head office of the foreigner;
  3. Manager of the Representative Office, Branch;
  4. Number, date of issuance, deadline of the representative office, branch establishment license and the issuer;
  5. Business lines of the Representative Office, Branch.

Within forty five (45) days since the date of the License, the representative office should officially come into operate and report to the Department of Industry and Commerce on its operation at the head office as registered.

Documents for public announcement of representative office of overseas business in Vietnam include:

  • Operation notice by form (02 copies in Vietnamese)
  • Receipt issued by the printed newspapers agency or electronic portal detailing announcement of the Representative Office or other documentation of announcement;
  • Copy of seal pattern certificate of the Representative Office issued by the Public Security Agency;
  • Copy of bank account certificate of the Representative Office issued by a legal Bank in Vietnam;
  • Copies of other documents, consisting of: Labour Contract, curriculum vitae of employees working at the Representative Office.

Procedures after fulfilling procedures on establishing representative office of overseas business in Vietnam

  1. Open an account in foreign currency and VND at the legal bank in Vietnam and use only this account for business of the representative office;
  2. Every year, before the last working day of January of next year, the representative office, branch should send documented operation report to the Department of Industry and Commerce (form);
  3. Develop a cash book to record every spending and collection during operation term of the representative office;
  4. Apply for the work permit for the overseas employees to work at the representative office (if any);
  5. The representative office should prepare yearly operation report (form) with the confirmation by the Department of Industry and Commerce;
  6. Sign labour contracts with the director and employees of the representative office;
  7. Annually, the overseas business should confirm salary and income (form) for the director and employees of the representative office;
  8. Pay personal income tax for the director and employees of the representative office (if any). It should be noticed that when after paying tax, it requires to save every statement and receipt issued by the state agencies as well as settle yearly income tax for the director and employees of the representative office;
  9. Other obligations in accordance with current legal regulations;

Following legal documents should be saved during term of the Representative Office of overseas business in Vietnam

  1. Establishment License;
  2. Seal, Certificate of seal pattern;
  3. Notice of tax code of the tax payer.