Procedure for establishing a representative office of a foreign company

Procedure for establishing a representative office of a foreign company. Conditions for establishing a representative office of a foreign company in Vietnam. Let us learn about this topic with LSX Law firm below:

What is the concept of a representative office of a foreign company?

The representative office of a foreign company in Vietnam is a dependent unit of a foreign company; established under Vietnamese law; to study the market and carry out several trade promotion activities permitted by Vietnamese law. 

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

A foreign company may only have an operation certificate of a representative office in Vietnam when it fully meets the following conditions:

Firstly, foreign companies that have been established and registered for business; under the laws of the countries participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries;

Secondly, the foreign company has operated 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;

Additionally, activities of Representative Offices: market research, trade promotion in Vietnam.

In case the operation content of the Representative Office is not consistent with Vietnam’s commitments; or a foreign company that does not belong to a country or territory participating in an international treaty to which Vietnam is a contracting party; the establishment of a representative office must be approved by the minister or head of a specialized management ministerial-level agency; (hereinafter referred to as the minister of specialized management). 

Some conditions of representative office and head of the representative office

The representative office and the head of the representative office have the rights and obligations under the Commercial Law and the following provisions:

Firstly, representative offices may not perform the function of representing other companies; may not lend or sublease the head office of a representative office.

Secondly, the head of a representative office of a foreign company may not concurrently hold the following positions:

Thirdly, head of Branch of the same foreign company in Vietnam;

Moreover, head of Branch of another foreign company in Vietnam;

In addition, the legal representative of that foreign company or other foreign company;

Finally, the legal representative of an economic organization was established under the laws of Vietnam.

If the foreign company authorizes the head of the representative office to enter into a contract, amend and supplement the signed contract; The foreign company must approve in writing each time an agreement is entered into, amended, or increased. 

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;

Additionally, a copy of the business registration certificate or equivalent document of the foreign company, certified by the competent authority where the foreign company established;

Also, the document appointing the head of the representative office of the foreign company;

Furthermore, a copy of the audited financial statement; or a written certification of the fulfillment of tax or financial obligations in the latest fiscal year; also or an equivalent document issued by a competent agency; or organization where the Company is established or certify; prove the existence and operation of the foreign company in the latest fiscal year;

In addition, copy of passport or identity card or citizen identification card (if Vietnamese); or passport copy (if foreigner) of the head of the representative office;

Besides, documents on the proposed location of the representative office’s headquarters include:

• Office lease contract and certificate of land use right of the lessor (if renting from an enterprise; it is necessary to provide a business registration certificate with real estate business function);
• In addition, the head office of the representative office of the foreign company must conform to the provisions of Vietnamese law on security; order, occupational safety and hygiene conditions; and other conditions as prescribed by law. 

Time to establish a representative office of a foreign company in Vietnam

• Issuance of a license to establish a representative office of a foreign company:

Completion time is from 07 – 10 working days;

• Engraving the round seal of the representative office of foreign companies

Completion time: 05 working days;

• Issuance of notice of tax identification number on behalf of a representative office of a foreign company

Completion time: 05 – 07 working days.

The total time for applying for a license to issue an invoice to the customer is about 25-40 working days, depending on whether the documents provided are complete and timely for the authorities or are not. 

Competence and licensing agency to establish representative offices of foreign companies

Department of Industry and Trade in the locality where the Representative Office is located.

The Department of Industry and Trade completes the appraisal and grants the foreign company the License to establish a Representative Office and sends a copy of the License to the Ministry of Industry and Trade; People’s Committees of provinces and centrally-run cities; Tax authorities; The Statistics Office, the provincial-level police agency where the representative office is located.

Finally, hope this article about Procedure for establishing a representative office of a foreign company is helpful for you!

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