Foreign Company Representative Office Licensing Services at TGS Vietnam

1. What is a Representative Office of a Foreign Company in Vietnam?

A Representative Office (RO) of a foreign company in Vietnam is a dependent unit of the parent enterprise, established in accordance with Vietnamese law. The primary function of an RO is to conduct market research and carry out trade promotion activities within the scope permitted by Vietnamese law. However, the RO is prohibited from engaging in direct business activities such as signing contracts or conducting financial transactions.

2. Conditions for Issuance of a Representative Office License for Foreign Companies in Vietnam

To establish an RO, foreign traders must meet at least one of the following five conditions:

• The foreign trader must be legally established and registered for business under the laws of a country or territory that is party to an international treaty to which Vietnam is a member, or recognized by such country.

• The foreign trader must have operated for at least one year from the date of establishment or registration.

• If the business license of the foreign trader has an expiration date, the remaining term must be at least one year from the date of application submission.

• The intended activities of the RO must align with Vietnam’s commitments under international treaties to which Vietnam is a signatory.

• If the activities do not conform to Vietnam’s commitments, or if the foreign trader is from a country or territory not party to such treaties, the establishment must be approved by the Minister or the Head of the relevant specialized regulatory body.

(Quoted from Article 7, Decree No. 07/2016/ND-CP)

3. Additional Requirements for Establishing a Representative Office

The Head of the RO must not concurrently hold the following positions:

• Legal representative of the foreign trader or another foreign trader.

• Legal representative of an economic organization established under Vietnamese law.

• Director of a branch belonging to the same foreign trader.

• Director of a branch belonging to another foreign trader.

4. Required Documents for Establishing a Representative Office

Documents required include:

• Application form for the establishment license of the Representative Office.

• A notarized and legalized copy of the parent company’s business registration certificate, translated into Vietnamese.

• Equivalent business certificates from the parent company's country, duly legalized and translated into Vietnamese.

• Appointment decision for the Head of the Representative Office.

• A notarized copy of the parent company’s latest audited financial statement, tax confirmation document, or audit report, duly legalized and translated into Vietnamese.

• Notarized copy or certified Vietnamese translation of the Head of the RO’s ID card/passport.

• Office lease agreement and landlord’s land use right certificate, duly notarized.

5. Procedure for Applying for a Representative Office License

The licensing process includes the following steps:

• Step 1: Submit the application to the Department of Industry and Trade. Processing time: 10 working days.

• Step 2: Register the round seal and sample seal at the competent authority. Processing time: 5 working days.

• Step 3: Register the tax code at the City Tax Department. Processing time: 7 working days.

6. Post-Licensing Obligations for the Representative Office

After receiving the registration certificate, the RO must:

• Display the office signage.

• Open a bank account in Vietnam, exclusively for the RO’s operations.

• Maintain accounting books recording all receipts and expenditures.

• Submit periodic financial reports to the parent company.

• Sign labor contracts with the RO Head and staff.

• Fulfill obligations relating to personal income tax, social insurance, and other HR procedures for the RO Head and employees.

• Submit an annual activity report to the Department of Industry and Trade before January 30 each year.

7. Frequently Asked Questions

When should a foreign company establish a Representative Office?
When wishing to facilitate trade promotion activities or establish a communication unit in Vietnam, a foreign company should consider setting up an RO.

What is the validity period of a Representative Office license?
The license is valid for five years, but not exceeding the remaining validity period of the parent company’s business license.

Can the Representative Office sign business contracts?
No, the RO cannot sign business contracts but is limited to trade promotion activities.

Can the Representative Office license be renewed?
Yes, it can be renewed for an additional period of five years.

Is the Representative Office allowed to collect payments from customers?
No, it cannot collect money from customers. It can only receive funds from the parent company to cover its operational expenses.

Are there any tax obligations for a Representative Office?
The RO must comply with personal income tax obligations for its staff and Head but is exempt from business license tax due to its non-commercial nature.

With the above information, establishing and operating a Representative Office in Vietnam becomes clearer for foreign enterprises.

📞 Hotline: 0919 191 448
📩 Email: info@tgsvietnam.com.vn
🌐 Website: tgsvietnam.com.vn

TGS Vietnam is committed to accompanying international businesses in expanding their presence in Vietnam, providing full support in licensing procedures and ensuring strict compliance with legal requirements.
Let us assist you in establishing a solid foundation for sustainable development in Vietnam.