Legal basis: Commercial Law 2005; Decree 07/2016/ND-CP detailing the Commercial Law on representative offices of foreign traders in Vietnam and Circular No. 11/2016/BCT guiding Decree 07/2016/ND-CP.
Establishment of a representative office of a foreign company in Vietnam
A. Conditions for establishing a representative office of a foreign company in Vietnam
– The foreign company has been established and registered for business in accordance with the laws of a country that is a party to an international treaty to which Vietnam is a contracting party or recognized by the laws of these countries;
– The foreign company has been operating in the host country for at least 01 year from the date of establishment or registration;
– In case the foreign business registration certificate stipulates the operation term, the duration of such license must be at least 01 year from the date of filing in Vietnam;
– Activities of Representative Office: market research, trade promotion in Vietnam.
– In case the operation content of the representative office is not consistent with the commitments of Vietnam or the foreign trader does not belong to a country or territory participating in an international treaty to which Vietnam is a contracting party, the establishment Representative offices must be approved by Ministers, Heads of ministerial-level agencies in charge of specialized management (hereinafter collectively referred to as Ministers of specialized management).
B. Dossier to establish a representative office of a foreign company in Vietnam
– An application form for the establishment of a representative office of a foreign company in Vietnam;
– A copy of the consular legalization and notarized translation of the business registration certificate or equivalent document of the foreign trader certified by the competent authority where the foreign company is established;
– The document appointing the head of the representative office of the foreign company;
– Notarized translation of audited financial statements or documents certifying the performance of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by a competent agency or organization the place where the foreign trader is established issues or certifies and proves the existence and operation of the foreign trader in the latest fiscal year;
– Notarized translation of passport or identity card or citizen identification card (if Vietnamese) or passport copy (if foreigner) of the head of the representative office;
– Documents on the proposed location of the representative office’s headquarters, including:
▪Certified copy of office lease contract;
▪Notarized copy of the Land Use Right Certificate of the lessor (if renting from an enterprise, it is necessary to provide a business registration certificate with the function of real estate business);
▪In addition, location based representative offices of foreign companies must be in accordance with the provisions of the law of Vietnam on the conditions for security and order, safety and hygiene of labor and other conditions in accordance provisions of law
Note: The entire application for a license to establish a representative office is signed and stamped by the parent company. If the parent company in a foreign country does not have a seal, the entire dossier must be consular legalized.
C. Place of application: Department of Industry and Trade
D. Time limit
Within 07 working days from the date of receiving complete and valid dossiers; In case of sending for comments from the Ministries of specialized management: 05 working days from the date of receiving the opinions of the Ministries of specialized management.
E. Reporting regime for representative offices of foreign companies in Vietnam
– Before January 30 of each year, the representative office is responsible for sending a report according to the form of the Ministry of Industry and Trade on its activities in the previous year by post to the Department of Industry and Trade.
– Representative offices have the obligation to report, supply documents or explain matters related to their activities in accordance with requirements of state management agencies have jurisdiction.
F. The following procedures to establish a representative office of a foreign company in Vietnam
– Open a specialized spending account in foreign currency and a specialized spending account in Vietnam dong with foreign currency origin at a bank that is licensed to operate in Vietnam and may only use this account for the operation of the Representative Office;
– Annually, before January 30 of the following year, the representative office must send a written report on its activities in the year to the Department of Industry and Trade (under the form);
– Make a cash book to record all revenues and expenditures during the operation of the Representative Office;
– Apply for a work permit for foreign workers working at the representative office (if any);
– Sign a labor contract with the chief representative and employees of the representative office;
– Annually, the foreign company must certify salary and income (according to the form) for the chief representative and employees of the representative office;
– Tax payment collected personal income, insurance representatives and the chief labor representative office (if any). Note, when paying tax, save all tax payment declarations and tax receipts of state agencies and finalize annual income tax for the head of the representative office and employees of the representative office;
– Other obligations as prescribed by current law;