A representative office is a dependent unit of an enterprise, which has the task of representing by authorization for the interests of the enterprise and protecting those interests. Representative offices have the right to have their own seals and separate accounts but are not allowed to perform business functions. Therefore, representative offices do not have to pay license tax like other dependent units of the enterprise. So about the matter “Opening a representative office in Vietnam” Let’s find out with LSX in the article below.
Legal grounds
- Enterprise Law 2020
What is the function of a representative office?
According to the laws of Vietnam, a representative office is not allowed to carry out any profit generating activities or any commercial activities. The establishment of a representative office is not considered a legal commercial presence in Vietnam. For more details, refer to the scope of activities allowed by the representative office as below:
• Act as liaison office.
• Promoting cooperation projects of foreign companies in Vietnam.
• Market research to promote opportunities to purchase goods, supply and support commercial activities of foreign enterprises in Vietnam.
• Supervising the performance of contracts of foreign companies signed with Vietnamese partners or related to the Vietnamese market.
Conditions for opening a representative office of a foreign company in Vietnam
Foreign investors need to meet the following basic conditions when they want to open a representative office of a foreign company in Vietnam.
• Foreign enterprises must register their business in accordance with the laws of the countries participating in international treaties to which Vietnam is a member or recognized by the laws of these countries.
• Foreign enterprises must be established and operating in the host country>= 1 year
• Business lines and fields of operation of representative offices of foreign companies are: market research, trade promotion in Vietnam.
In addition, other conditions on:
• Name of representative office of foreign company in Vietnam
• Head office of a representative office of a foreign company in Vietnam
• The head of a representative office of a foreign company in Vietnam,…
• Must strictly comply with the provisions of Vietnamese law
Opening a representative office in Vietnam
Procedures for opening a representative office of a foreign company in Vietnam
Opening a representative office of a foreign company in Vietnam basically does the following:
• Customers provide all necessary relevant information according to the declaration we have provided
• Customers prepare the necessary documents for establishment that we have listed
• We prepare all documents and send to customers to sign (About 01 working day)
• Then we actively submit the application with relevant documents (About 7 to 10 working days, the results will be available or it may take longer if the documents have something wrong)
After having the results of establishing a representative office of a foreign company in Vietnam, we proceed to:
• Engrave round seal of Representative Office of foreign company (About 2 working days)
• Post announcement using seal template
• Announcement of the establishment of a representative office of a foreign company in Vietnam
In some cases, records may be returned or require additional amendments such as:
• Foreign enterprises that do not fully meet the conditions specified above
• Enterprises trading in goods and services on the list of goods and services banned from business in accordance with Vietnamese law.
• And some other cases
Dossier to establish a representative office of a foreign company in Vietnam
Basically, the application for opening a representative office of a foreign company in Vietnam is required
• An application form to open a representative office of a foreign company in Vietnam;
• A copy of the business registration or equivalent document of the foreign enterprise certified by the competent authority where the foreign company is established;
• Appointment document for the head of the representative office of the foreign company in Vietnam
Copies of some papers of the enterprise to prove the existence and operation of the foreign enterprise in the latest fiscal year such as:
• Audited enterprise’s financial statements
• Or written confirmation of tax or financial performance in the most recent fiscal year
• Or other equivalent documents issued/certified by a competent agency or organization where the foreign unit is established.
In addition, it is necessary to have a copy of the identity document of the head of the representative office of the foreign company in Vietnam such as: Passport / identity card / citizen identification (if Vietnamese) or a copy of passport (if you are a foreigner)
Papers proving the right to use the place where the representative office of the foreign company is expected to be located includes:
• Contract to rent/borrow the location of the representative office of the foreign company
• Certificate of land use right (if renting from a real estate company, you need to provide a business registration certificate of that company)
• Representative offices of foreign companies need to put up a clear sign at the address
Documents required to establish a representative office of a foreign company in Vietnam
Need translation, notarization and consular legalization of the following documents:
• Documents needing consular legalization and notarized translation: Business registration
• Tai needs to be translated into Vietnamese and notarized:
• Passport of the head of the Representative Office (if he is a foreigner)
• Company rules;
• Corporate financial statements as required above
Things to do after setting up a representative office of a foreign company in Vietnam
• Representative office opening a bank account
• Representative office sends a written report on its activities during the year to the Department of Industry and Trade (under the form): Annually, before January 30 of the following year.
• Representative office Prepare cash book to record all income and expenditure during the operation process
• Note Apply for a work permit for foreign workers to work at the Representative Office (if any);
• The representative office must make an annual report on its activities (according to the form) sent and certified by the Department of Industry and Trade;
• Sign a labor contract with the Chief Representative and employees of the Representative Office;
• Annually, the foreign company must certify the salary and income (according to the form) for the chief representative and employees of the representative office;
• Pay personal income tax for the chief representative and employees of the 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;
The representative office should carefully keep the following documents during its operation
• License to operate Representative office
• Seal, Seal sample certificate of Representative Office
• Notify the representative office’s tax identification number;
• Records and documents of Representative Office
Services of LSX
Prestigious professional services: Firstly, the team of consultants and consultants for many years in the field of civil status, and customer support.
On-time: Certainly, with the motto “Get your lawyer right at your fingertips”, we ensure the service always performs on time. The rights and interests of customers always come first.
Cost: Besides, LSX’s service costs are highly competitive; depending on the nature of the particular case. So, we want our guests to have the best possible service experience. Therefore, costs which guaranteed to be the most suitable and economical for customers.
Confidentiality of client information: Finally, all brand information of client LSX will be 100% confidential.
Please contact us immediately if you have any questions about “Opening a representative office in Vietnam”
Contact LSX
The above article has provided detailed information related to the issue “Opening a representative office in Vietnam”. We guarantee to constantly update and keep our operations as well as services in line with the law. At the same time, LSX Law firm always has leading lawyers and legal consultants who will help you in legal matters of life. If you have any need, please get in touch with us via hotline: +84846175333 or Email: [email protected]
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Frequently asked questions
To open a representative office in Vietnam, a license issued by a competent authority is required. The parent company must have operated for at least 1 year in the country of origin before setting up a representative office in Vietnam. To open a representative office, it is necessary to prepare the following documents:
File name
Company charter of the parent company
The company’s business registration license
Audited financial statements of the parent company for the most recent year
About Company History
Passport of person appointed as head of representative office
Curriculum vitae of the person appointed as the head of the representative office
Regulations and organization of representative office in Vietnam
Office lease contract of the intended representative office
Documents proving the Lessor’s rights to the Leasing Office (Investment Certificate or Landlord’s Business Registration Certificate, Building Permit)
– Submit application for opening representative office: 25 working days
– Apply for the seal of the representative office: 05 working days
– Submit application for tax identification number of the representative office: 05 working days
– Announcement of opening representative office: 5 days
The license is valid for five (05) years and can be renewed. In the event of such an extension, the application must be submitted at least thirty days prior to the expiration date.
Conclusion: So the above is Opening a representative office in Vietnam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
