Everything You Need to Know About Establishing a Representative Office in Vietnam

Expanding your business in Vietnam? It’s a bold and strategic move. A representative office is a foreign company that acts as a liaison between the company and its clients in Vietnam. Indeed, it is the most cost-effective way to enter and understand the Vietnamese market before making a large investment in the country. When you proceed with this arrangement, you do not need a huge amount of capital and don’t need to register as a separate legal entity to begin your business activities in Vietnam.

Setting up a representative office in Vietnam can be complicated and time-consuming, especially if you are a first-time entrant who needs to become acquainted with the country’s business laws and regulations. Well, you don’t have to think too long or too hard because Express Vietnam has a team of experts who can guide you through the process, ensuring your office is set up smoothly and quickly.

In this blog, we’ll share everything we know about establishing a representative office and how Express Vietnam can assist you.

What activities are permitted for the Representative Office?

Representative Offices, or ROs, can perform the following actions:

  • You can conduct research on the market.
  • You act as an intermediary or liaison between its parent or foreign company.
  • You can promote the products and services of its parent or foreign company via meetings and other business-related events.

They are not permitted to engage in contract negotiations, issue invoices, or generate revenues.

 Who are eligible to register for a Representative Office?

According to Decree No. 07/2016/ND-CP (Trade Law on representative offices, branches of foreign businesses in Vietnam), foreign investors can acquire a license for registering a Representative Office if they meet the following criteria:

  • The companies are from foreign countries or territories that are signatories to treaties with Vietnam.
  • They have a valid business registration certificate or equivalent that was obtained within one year of application submission.
  • Their operational activities are following the laws of the country in which they are based.

What is the pre-licensing checklist for establishing a Representative Office?

To set up a Representative Office, the following pre-licensing checklist must be completed:

  • File an application for setting up a Representative Office with the company seal.
  • Provide the appointment letter of the Chief of the Representative Office along with their identification documents and company seal.
  • Give power of attorney in favor of a consultant to submit the application dossier.
  • Provide the Certificate of Incorporation for the Company and/or Business Registration Certificate of the Company.
  • Present the audited financial report of the company for the latest fiscal year.
  • Provide the Memorandum of Understanding (MoU) for leasing the office or the leasing contract.
  • Present documents that provide the legal rights of the landlord regarding the right to lease the office.

For steps 1-6, the foreign entity must provide one notarized and consularized copy of each document along with a translated copy in Vietnamese by a Vietnamese competent authority.

Additionally, a signed leasing contract is necessary before registering a Representative Office in Vietnam.

What is the post-licensing checklist for establishing a Representative Office?

To complete the post-licensing process for setting up a Representative Office, the following checklist must be completed:

  • Create a seal for the RO: Obtain a license for the establishment of the RO, and provide the passport of the Chief of RO (if foreign) or the passport/ID card (if Vietnamese).
  • Register for a tax code for the RO: Declare the registration of the tax code; provide a Power of Attorney; obtain a Certificate of Seal registration; and obtain a Certificate of RO in Vietnam.
  • Open a bank account for the RO: A license for the RO establishment; a certificate for registering the seal;  a certificate for registering the tax code; and a letter appointing authorized signatories for the bank accounts.
  • Announce the establishment of the RO of the company.

Notarized and translated documents will be required for steps 8–10 to complete the process. 

With the help of Express Vietnam’s professional guidance and support, you can establish your representative office in Vietnam swiftly and effectively, giving you more time to concentrate on expanding your enterprise one region at a time. Reach out to our experts now to explore further how we can support you in setting up your representative office in Vietnam. You can also visit this page for more information.

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