Dossier and procedures for setting up a representative office

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Foreign representative office in Vietnam

Accordingly, pursuant to Clause 2, Article 44 of the Enterprise Law 2020, a representative office is: “a dependent unit of an enterprise, responsible for representing the enterprise’s interests and protecting those interests.”

Pursuant to Clause 1, Article 45 of the Enterprise Law 2020:

So, enterprises have the right to set up branches and representative offices in the country and abroad. An enterprise can set up one or more branches and representative offices in a locality according to administrative boundaries.

So there is no limit to the establishment of a representative office.

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Procedures for establishment of a representative office in Hanoi

Dossier and procedures for setting up a representative office

The establishment of branches and representative offices of enterprises is prescribed in the Law on Enterprises.

To set up a representative office, an enterprise needs to complete the following procedures:

Preparing the application for registration of the establishment of a representative office

An application file for registration of establishment of a representative office in accordance with regulations includes:

• A valid copy of the business registration certificate of the parent company.
• Certified copy of valid personal identification card/identity card/passport or household registration instead of identity card.
• Documents proving the locations are the addresses that the business is entitled to use to register its establishment.
• Consulting service contract in case the enterprise uses the services of the consulting company (enclosed with the recommendation letter of the consulting company).

Drafting documents for establishment of a representative office

Notice of establishment of representative office

The content of the notice includes: Enterprise information, business name, business identification number/tax code or business registration certificate number, representative office information including:

• The name of the representative office to be established may be in Vietnamese with a seal, a foreign name or an abbreviated name.
• The address of the representative office must clearly state the following information: house number, niche, alley, alley, street/hamlet/hamlet, commune/ward/township, district/district/town/city under the province, province/city. Information email, website, phone number, fax number.
• Operational content of representative office: authorized representative for business interests as well as protecting those interests.
• Information of the head of the representative office: Full name; Sex; Date of birth; Information about identity card/passport/other personal identification documents; Registered place of permanent residence; The individual’s current residence; Title of the head of the representative office.
• Tax registration information: Address to receive tax notices; Operation start date; Accounting form; Financial year; Total number of employees; Import and export registration; Information about bank accounts, treasury accounts; Information on payable taxes and main activities of the representative office.
• Finally, Full name and signature of the legal representative of the enterprise.

Some essential decisions

• Firstly, The decision of the owner for a limited company or the decision of the general meeting of shareholders for the type of joint stock company on the registration to change the address of the head office of the Company. It clearly states the contents of the establishment of a representative office as in the notice of establishment of a representative office.
• Secondly, Appointment decision for the head of the representative office.
• Thirdly, Minutes of the meeting of the members’/shareholders’ council on the registration of change of the company’s head office address. It clearly states the contents of the establishment of a representative office as in the notice of establishment of a representative office.

Submit your application at the Business Registration Office

Accordingly, submit a paper copy at one door of the Department of Planning and Investment: Prepare 1 set of documents, enclosed with legal documents, and submit at the 1-door department. Dossier-receiving officers check the preliminary validity, receive dossiers, dossiers depending on specific geographical areas will send to experts in charge of handling areas under their management.

Submission of documents to the national business registration portal: The application prepared as a paper submission, but the enterprise must scan each entry in the prescribed format (pdf, jpg). Then submit the application through the account issued by the Department of Planning and Investment.

Process of setting up a representative office

To set up a representative office, enterprises follow the following process:

Firstly, step 1 Prepare documents, Enterprises prepare documents as mentioned above.

Secondly, step 2, Submit and complete the application. Enterprises shall apply for registration of establishment of a representative office

Thirdly, Step 3, get the result

After then checking the validity of the application, the registration office will process the application of the enterprise.

After then about 3 working days, the valid application will approve, the enterprise will receive a certificate of registration of establishment of a representative office with paper submission. Submit documents on the electronic portal with enterprises that do not use digital signatures, enterprises bring hard copies to the business registration office to receive the Certificate.

So, If the application is not valid, the enterprise will receive a notification of supplementing the dossier in accordance with regulations.

Decision to establish a representative office

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