Conditions for Granting a License for Establishment of a Representative Office of Foreign Traders in Vietnam

In order to establish a commercial presence in the form of a Representative Office (RO) in Vietnam in 2026, foreign traders must satisfy the core conditions and comply with the licensing procedures prescribed under Decree No. 07/2016/ND-CP:

• Licensing conditions: The trader must have been in operation for at least one year from the date of establishment or business registration. Where the Business Registration Certificate specifies has a fixed term, such term must remain valid for at least 01 year from the date of submission of the dossier in Vietnam.
• Scope of operation: A is permitted to conduct only non-profit-generating activities such as acting as a liaison office, conducting market research, and promoting investment and business opportunities. The RO is not permitted to conduct direct profit-generating activities in Vietnam.
• Procedures and timeline: The competent authority shall process the dossier within seven working days from the date of receipt of a complete and valid dossier. In case the business line has not been regulated under an international treaty, consultation with the line ministry is required (five to eight working days).
• Key documents: It is necessary to prepare an application form, a copy of the Business Registration Certificate (consular legalized), the most recent audited financial statement, and documents proving the lawful right to use the head office premises in Vietnam.

As the procedures for establishing a foreign RO are sometimes more document-intensive than incorporating a new enterprise, traders must ensure that all documents issued overseas are consular legalized and duly consular legalized, notarized, and translated into Vietnamese in accordance with regulations to avoid rejection of the dossier.

1. Conditions for Establishment of a Foreign Representative Office in Vietnam

In recent years, many foreign enterprises have chosen to establish an initial presence in Vietnam to explore the market or introduce products, services, and connect with customers. To do so, foreign enterprises often opt to establish a representative office instead of incorporating a legal entity. This approach may be commercially reasonable, particularly where foreign enterprises operate in manufacturing sectors or in special business lines where, in addition to establishing a legal entity, additional sub-licenses are required for operation, such as activities related to education, restaurants, or retail, etc. Why do we say so? In practice, manufacturing sectors or business lines requiring sub-licenses require enterprises, in addition to satisfying general conditions regarding location and Vietnam’s market access commitments, to meet requirements relating to charter capital, premises, legal capacity, and investor experience, etc. Therefore, establishing a representative office first is often chosen by foreign enterprises.

In case of choosing to establish a representative office, foreign enterprises should note the conditions that must be fully satisfied as follows:

• The foreign enterprise must be established and registered for business in accordance with the laws of a country or territory participating in international treaties to which Vietnam is a member or recognized by the laws of such countries;
• The foreign enterprise or trader must have been operating for at least one year from the date of establishment or registration;
• In case the Enterprise Registration Certificate or equivalent document of the foreign enterprise or trader stipulates an operational term, such term must remain valid for at least one year from the date of submission of the dossier;
• The scope of operation of the Representative Office must be consistent with Vietnam’s commitments under international treaties to which Vietnam is a member;
• In case the scope of operation of the Representative Office is inconsistent with Vietnam’s commitments or the foreign trader is not from a country or territory is a party to international treaties to which Vietnam is a member, the establishment of the Representative Office must obtain prior approval from the Minister or Head of the ministerial-level agency in charge of the relevant specialized sector.

2. What activities are foreign Representative Offices permitted to conduct?

Similar to representative offices of enterprises established in Vietnam, a foreign Representative Office is only permitted to conduct the following activities:  

• Performing the function of a liaison office;
• Conducting market research and promoting investment and business opportunities of the trader it represents, excluding service sectors where the establishment of a Representative Office in that field is regulated by specialized legal documents.

A Representative Office is not an independent legal entity, nor is it a does not have revenue-generating functions. In essence, it is a presence of the foreign trader in Vietnam, designed to carry out supportive, survey, and connection activities, rather than directly participating in commercial transactions. The Representative Office may serve as the official point of contact between the foreign trader and partners, authorities, and customers in Vietnam. This includes maintaining communication channels, supporting the parent trader in working with partners, preparing documents, organizing meetings, and signing memoranda of understanding (within the scope of its authorization). However, it should be emphasized that the “representative” function does not equate to the authority to enter into and perform revenue-generating commercial contracts in Vietnam. All activities relating to contract signing, payment, invoicing, and fulfillment of financial obligations must be carried out by the foreign trader or another legal entity with lawful business functions in Vietnam. The Representative Office only plays a supportive and liaison role, not a transactional entity.

One of the common reasons foreign traders choose to establish a Representative Office is to “test the market.” The Representative Office may conduct activities such as surveying demand, collecting information, analyzing the legal and business environment, and seeking and maintaining relationships with potential partners. However, the Representative Office must be aware that while it may conduct activities for introduction, connection, and support purposes, it must ensure that it does not exceed the permitted scope and become engaged in direct service provision or goods distribution in Vietnam.

3. Procedures for Establishing a Foreign Representative Office

To establish a Representative Office for a foreign trader in Vietnam, the Client must perform the following steps:

Step 1. Prepare a complete dossier in accordance with the list set out in Section 4 below and submit it to the competent authority;

Step 2. Within three working days from the date of receipt of the dossier, the competent authority shall review and request supplementation if the dossier is incomplete or invalid. The request for supplementation shall be made no more than 01 (one) time throughout the dossier processing period.

Within 07 (seven) working days from the date of receipt of a complete and valid dossier, the competent authority shall grant or refuse to grant the License for Establishment of the Representative Office of the foreign trader.

In case of refusal, a written notice clearly stating the reasons must be issued.

Notes:

• In case the establishment of the Representative Office is not yet regulated under specialized legal documents, the competent authority shall seek opinions from the line ministry within 03 working days from the date of receipt of a complete and valid dossier;
• Within 05 working days from the date of receipt of the written request for opinion from the licensing authority, the line ministry shall issue a written opinion clearly stating its approval or disapproval of the establishment of the Representative Office.

4. Documents Required for Registration of Operation of a Foreign Representative Office in Vietnam

• Application form for issuance of the License for Establishment of a Representative Office in accordance with the prescribed form, signed by the authorized representative of the foreign trader;
• Copy of the Enterprise Registration Certificate or equivalent document of the foreign trader;
• Document of the foreign trader appointing the Head of the Representative Office;
• Copy of the most recent audited financial statement or a document certifying the fulfillment of tax or financial obligations in the latest fiscal year or equivalent document issued or certified by the competent authority or organization where the foreign trader is established, proving the existence and operation of the foreign trader in the latest fiscal year;
• Copy of the passport, identity card, or citizen identification card (if Vietnamese), or copy of the passport (if a foreigner) of the Head of the Representative Office;
• Documents relating to the proposed location of the Representative Office headquarters, including:
• Copy of memorandum of understanding or lease agreement or copy of document proving the trader’s right to use the location for placing the Representative Office headquarters;
• Copy of documents relating to the proposed location of the Representative Office headquarters in accordance with relevant

In conclusion, the establishment of a Representative Office is an optimal solution for foreign traders at the early stage of their strategy to penetrate the Vietnamese market. It is not only an official communication channel enabling the parent enterprise to explore customer demand and establish a partner network, but also a streamlined form of economic presence that helps minimize financial and legal risks before making a long-term investment decision. However, the boundary between “promotion” and “direct business activities” under this model is extremely sensitive. Therefore, to ensure smooth operation in Vietnam, foreign traders must pay particular attention to fully satisfying the conditions relating to the operating duration of the parent company, the legality of the headquarters, and especially the accuracy of the consular legalization of the dossier. Thorough legal preparation from the outset not only helps enterprises save time but also builds solid credibility with authorities and partners in a highly potential market such as Vietnam.

• Advisory email: info@cdlaf.vn

• Hotline: (+84) 909 668 216

Time of writing: 10/02/2026

The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer  at  info@cdlaf.vn

You can refer for more information:

• Closure of a Representative Office of a Foreign Trader in Vietnam
• New regulations on foreign e-commerce platforms operating in Vietnam
• E-commerce Law 2025: Mandatory Obligations for Platform Management Entities from July 2026
• 05 new points of the Law on investment 2025 effective from March 01, 2026
• State-owned enterprises’ management of subsidiaries and Capital contributions
• Salary, remuneration and bonus regime in state-owned enterprises (2026)