Establishing a representative office of a foreign company in Vietnam

International economic integration is a common development trend in the whole world. In Vietnam, the procedures for establishing a representative office of a foreign company in Vietnam became simple and quick thanks to the Government’s economic integration policy. However, to carry out the procedures, companies have to understand the legal basis of establishing a representative office. So, in this article LSX legal firm would like to give you an insight into: “Establishing a representative office of a foreign company in Vietnam”

Legal grounds

• Commercial Law 2005
• Decree 07/2016/ND-CP

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

Foreign traders may only granted a certificate to establish a representative office in Vietnam when fully meeting the following conditions:

• The foreign company 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 member or recognized by the laws of these countries;
• The foreign company has operated in the host country for at least a year from the date of establishment or registration;
• In case the foreign business registration certificate stipulates the operation term; such certificate must have at least a year of validity from the date of filing in Vietnam;
• Activities of Representative Offices: 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 is not a member of a country or territory participating in an international treaty to which Vietnam is a contracting party, then the establishment of a representative office must be approved by the minister or head of a specialized management ministerial-level agency.

Dossiers for establishing a representative office of a foreign company

According to the law, an application file for the establishment of a representative office of a foreign company in Vietnam must contain the following documents:

• An application form for the establishment of a representative office of a foreign company in Vietnam;
• A copy of the business registration certificate or equivalent document of the foreign trader certified by the competent authority where the foreign company established;
• The document appointing the head of the representative office of the foreign company;
• A copy of the audited financial statement or a written certification of the performance of tax or financial obligations in the most recent financial year, or equivalent documents issued or certified by a competent agency or organization where the foreign trader is established. This meant to prove the existence and operation of the foreign trader in the most recent financial year;
• Copy of passport or citizen identification card (for Vietnamese); or a copy of the passport (for foreigner) of the head of the representative office;

Note:

Companies must translate the documents into Vietnamese and authenticated them in accordance with Vietnamese law. 

• Documents needing consular legalization and translation: Business registration certificate
• Documents that need to be translated into Vietnamese and certified: Passport of the head of the representative office, the company’s charter, audited financial statements, or a written certification of the performance of tax or financial obligations in the most recent financial year

In addition, the parent company must sign and stamp the entire application for a certificate to establish a representative office. In case the parent company in a foreign country does not have a seal, the entire dossier must be consular legalized.

Procedures for establishing a representative office of a foreign company

Step 1: Prepare documents in the application to carry out the procedure quickly and smoothly, companies should prepare all the above-mentioned documents and papers. Also, you should notice the translated and authenticated types of documents under the law.

Step 2: Submit the application to the competent authority.

Clause 1, Article 5 of Decree No. 07/2016/ND-CP stipulates that the Department of Industry and Trade of the provinces and centrally-run cities where the trader intends to locate the representative office have the competence to grant the certificate for the establishment of a representative office of a foreign company in Vietnam.

Accordingly, foreign traders submit dossiers directly or by post, or online to the Departments of Industry and Trade of the provinces and centrally-run cities where the trader intends to locate the representative office.

Step 3: Receive results Within 07 working days from the date of receipt of the valid application. The competent authority is obliged to review the application and return the results to the applicant:

• After receiving the application, if it is necessary to supplement or adjust the dossier to make it valid, the competent authority will notify in writing the refusal to grant the certificate (specifying the reason) and request additional documents.
• If the application is complete and valid, then the agency competent issue the certificate to establish a representative office of a foreign company in Vietnam.

Note: Applying for a certificate to establish a representative office for a foreign company is only the first step. For representative offices to operate legally, they must carry out some other procedures such as:

• Engraving the seal.
• Notice of tax identification number.
• Publication of information about the representative office.
• Sign a labor contract with the chief representative and employees.
• Pay corporate income tax.
• Other regulations as prescribed by current law.

LSX legal firm’s service on company establishment

When establishing a company, people must carry out the procedure following the law at the competent business registration authority (under the Law on Enterprise 2020). The process of establishing a business includes many different steps and phases. If you are not familiar with the law, this process may take a lot of time.
With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself, We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.

Related article

• What are the procedures to establish a company branch in Vietnam?
• Should companies establish representative office or branch in Vietnam?
• Procedures to establish electronic components company in Vietnam

Related questions

Contact LSX

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