On January 25, 2016, the Government issued Decree No. 07/2016/ND-CP, detailing the Commercial Law on Representative Offices and Branches of Foreign Traders in Vietnam, replacing Decree No. 72/2006/ND-CP dated July 25, 2006, of the Government, which also regulated the Commercial Law on Representative Offices and Branches of Foreign Traders in Vietnam. Decree No. 07/2016/ND-CP came into effect on March 10, 2016.

VPL, with a team of experienced lawyers and legal professionals who have in-depth knowledge of commercial law, is proud to be a trusted partner, accompanying our clients at every stage of establishing a foreign trader representative office in Vietnam.

Conditions for establishing a representative office of a foreign trader in Vietnam

1.The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;

3. The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;

5. Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office).

2. The foreign trader has come into operation for at least 01 year from the date of establishment or registration;

4. The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;

3 steps to establish a representative office of a foreign trader in Vietnam

Step 1: Issuance of the Representative Office Establishment License for Foreign Traders

Within 3 working days from the receipt of the application, the licensing authority will review the documents and request any necessary supplements if the application is incomplete or invalid. The request for additional documents can only be made once during the processing period.

Within 7 working days from receiving the complete and valid application, the licensing authority will either approve or deny the issuance of the representative office establishment license. In the event of a denial, the authority must provide a written explanation.

Step 2: Engraving the round seal of the foreign trader’s representative office

Completion period: 5 working days.

Step 3: Issuance of the Tax Identification Number notification for the representative office of a foreign trader

Completion period: 5-7 working days.

VPL – A professional and reputable provider of services for establishing representative offices of foreign traders in Vietnam

  • The fastest service for establishing a representative office of foreign traders;
  • Providing advice on the procedures and steps for establishing a representative office of foreign traders;
  • Consulting on post-establishment issues for the representative office of foreign traders;
  • Guiding investors in preparing, providing documents, and completing the application for establishing the representative office of foreign traders;
  • Acting as the authorized representative to submit the application for establishing the representative office of foreign traders;
  • Monitoring the application and working with the receiving authority;
  • Guiding investors on supplementing and amending the application (if necessary);
  • Receiving the result as the Representative Office Establishment License;
  • Engraving the seal for the representative office;
  • Submitting the application for the tax identification number for the representative office.

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FREQUENTLY ASKED QUESTIONS

    • The application form for the establishment of a representative office, in accordance with the Ministry of Industry and Trade’s template, signed by the authorized representative of the foreign trader.
    • A copy of the business registration certificate or equivalent documents of the foreign trader.
    • A document from the foreign trader appointing or assigning the head of the representative office.
    • A copy of the audited financial report or a document confirming the tax or financial obligations of the foreign trader for the most recent fiscal year. Alternatively, an equivalent document issued or certified by a competent authority or organization in the foreign trader’s country, proving the existence and operation of the foreign trader for the most recent fiscal year.
    • A copy of the passport, national identity card, or citizen identification card (for Vietnamese individuals), or a copy of the passport (for foreigners) of the head of the representative office.
    • Documents regarding the proposed office location, including:
    • A copy of the memorandum of understanding or lease agreement, or a copy of the document proving that the foreign trader has the right to use the location for establishing the representative office.
    • A copy of the documents regarding the proposed office location in accordance with Article 28 of this Decree and relevant laws.
    • All documents from the foreign trader must be translated into Vietnamese and authenticated according to Vietnamese laws. A copy of the foreign trader’s business registration certificate or equivalent document must be certified by the Vietnamese diplomatic or consular mission abroad or legalized according to Vietnamese law.

    Note: The entire application for establishing a representative office must be signed and sealed by the parent company. If the parent company does not have a seal, the entire application must be legalized.

The license for establishing a representative office of a foreign trader is valid for 5 years, but not exceeding the remaining duration of the foreign trader’s business registration certificate or equivalent document, if such document specifies a validity period.

  1. The Head of the representative office shall be responsible for his/her action and the operation of the representative office to his/her head office within the power of attorney.

2. The head of the representative office shall be responsible for his/her activities the scope of authorization.

3. In the absence of the head of the representative office from Vietnam, he/she shall grant the power of attorney to another person. The power of attorney shall be made with the prior consent of the head office. However, the head of the representative office shall be responsible for exercising rights and obligations specified in the power of attorney.

4. Upon the expiry of the power of attorney stipulated in point 3 hereof, if the head of the representative office has yet to return and no additional power of attorney is made, the current authorized person shall be eligible for exercising rights and obligations as the head of the representative office within the scope of authorization until the head of the representative office returns or the head office appoints another person as the new head of representative offices.

5. If the head of representative offices from Vietnam is absent from Vietnam for a period of longer than 30 days without any authorization, or if the head representative offices is dead, missing, detained, sentenced to prison or has no capacity for action, the head office shall appoint another person as the new head of representative offices.

6. The head of a representative office shall not concurrently hold the following titles:

+ The head of a representative office of another foreign trader;

+ The head of a representative office of the same foreign trader;

+ The legal representative of a business organization incorporated under Laws of Vietnam;

Within 15 days from the date of issuing, reissuing, adjusting, extending, or revoking the license for the establishment of a foreign trader’s representative office, the licensing authority must publish the following information on its website:

  • Name and address of the representative office.
  • Name and address of the foreign trader.
  • Head of the representative office.
  • License number, date of issuance, validity period, and the licensing authority.
  • Scope of operation of the representative office
  • Date of reissuance, adjustment, extension, or revocation of the foreign trader’s representative office establishment license.

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