Establishment of a Representative Office of a Foreign Trader in Vietnam

A Representative Office (RO) is a popular form of commercial presence with an organizational structure and scope of operation simpler than establishing an economic organization in Vietnam. An RO is not permitted to engage in direct profit-generating business activities; its functions are strictly limited to acting as a liaison office, conducting market research, and promoting business investment opportunities for the represented foreign trader, excluding service sectors where the establishment of an RO in that field is regulated by specialized legal documents.

Conditions for Establishing a Representative Office

The foreign trader is legally established and registered for business under the laws of the country or territory where it was established, or is recognized by the laws of that country or territory;
Has been in operation for at least 01 year from the date of establishment or registration;
In cases where the Certificate of Business Registration or equivalent document specifies an operation term, the remaining term at the time of dossier submission must be at least 01 year;
The operational scope of the RO must align with Vietnam’s market-opening commitments under international treaties of which Vietnam is a member;
In cases where the operational scope does not conform to Vietnam’s commitments or the trader does not belong to a country or territory that is a member of the relevant international treaties, the establishment must be approved by the Minister or Head of the ministerial-level agency managing the specialized sector.

Fulfilling the conditions regarding legal status and operation duration does not automatically mean the RO can be established—the proposed scope of operation must also be evaluated based on international commitments and relevant specialized laws.

Procedure for Establishing a Representative Office of a Foreign Trader in Vietnam

Process	Detailled Description
Step 1	Preparation of dossier The foreign trader prepares the dossier according to the list specified below. Documents issued by foreign competent authorities must be checked for consular legalization/Apostille requirements, translated into Vietnamese, and notarized/authenticated prior to dossier submission.
Step 2	Submitting the dossier to the competent authority The dossier is submitted to the Department of Industry and Trade of the province or centrally-run city where the Representative Office is expected to be located (if outside industrial parks, export processing zones, economic zones, or high-tech zones), or to the Management Board of the industrial park, export processing zone, economic zone, or high-tech zone if the office is located within these zones. Within 03 working days from the date of receiving the dossier, the competent authority will inspect it and request supplementation if the dossier is incomplete or invalid (supplementation can only be requested a maximum of one time).
Step 3	Receipt of results Within 07 working days from the date of receiving a complete and valid dossier, the competent authority shall issue or refuse to issue the Representative Office Establishment License; in case of refusal, a written document stating the reasons must be provided. In cases where the establishment of the Representative Office is not provided for in specialized legal documents, or the operational scope of the Representative Office does not conform to Vietnam’s commitments, or the foreign trader does not belong to a country or territory participating in an international treaty of which Vietnam is a member: The competent authority shall seek opinions from the specialized management Ministry within 03 working days from the date of receiving a complete and valid dossier; The Ministry shall respond within 05 working days from the date of receiving the written request for opinions; Within the next 05 working days from the date of receiving the Ministry’s opinion, the competent authority shall issue or refuse to grant the license (in case of refusal, a written document stating the reasons must be provided).
Step 4	Post-Licensing procedures After being granted the License, the foreign trader proceeds with the following: registering and using the company seal; tax registration; and opening a bank account to serve the operations of the Representative Office.

LIST OF DOSSIERS

Application form for the establishment of a Representative Office, following the form issued by the Ministry of Trade (Ministry of Industry and Trade), signed by a competent representative of the foreign trader;
Copy of the Business Registration Certificate or equivalent document of the foreign trader;
Document from the foreign trader appointing the head of the Representative Office;
Copy of the audited financial statement or document issued or confirmed by a competent authority proving the fulfillment of tax or financial obligations in the most recent fiscal year, or equivalent documents issued or confirmed by a competent authority or organization where the foreign trader was established;
Copy of the passport of the head of the Representative Office if they are a foreign national;
Documents regarding the intended location of the Representative Office: a copy of the memorandum of understanding (MOU) or lease agreement for the location, or a copy of documents proving the right to exploit and use the location as an office; and copies of documents regarding the intended location in accordance with relevant laws.

Notes:

Documents in foreign languages must be translated into Vietnamese and notarized in accordance with regulations;
Copies of the Business Registration Certificate or equivalent document of the foreign trader, and other documents, must be certified or consularized in accordance with Vietnamese law. In cases where documents are issued by competent authorities of member states of the 1961 Apostille Convention (and such countries do not object to Vietnam’s accession to the Convention), the documents may be certified with an Apostille for use in Vietnam in lieu of consular legalization, subject to the conditions and scope of application under the Convention and Vietnamese law.

Some important notes on establishing and maintaining the operations of a representative office

Name of the representative office

Must be written using letters in the Vietnamese alphabet, the letters F, J, Z, W, numerals, and symbols;
Must include the name of the foreign trader accompanied by the phrase “Representative Office”;
Must be displayed or affixed at the headquarters of the Representative Office;
On transaction documents, dossiers, and publications issued by the Representative Office, its name must be printed/written in a smaller font size than the name of the foreign trader.

Businesses should determine and agree upon the name of the Representative Office right from the dossier preparation stage to ensure consistent use on the License, signboards, and transaction documents.

Head of the Representative Office

The head of a Representative Office of a foreign trader must not concurrently be:

The head of a Branch of the same foreign trader or another foreign trader;
The legal representative of that foreign trader or another foreign trader; or the legal representative of an economic organization established under Vietnamese law.

When exiting Vietnam, the head of the Representative Office must authorize another person in writing to exercise their rights and obligations, and such authorization must be approved by the foreign trader. In cases where the head is not present in Vietnam for more than 30 days without authorization, or in cases of death, disappearance, temporary detention, imprisonment, restriction/loss of civil capacity, the foreign trader must appoint a replacement.

Operational reporting regime

Before January 30th annually, the Representative Office must submit a report following the form prescribed by the Ministry of Industry and Trade on its operations in the previous year to the licensing authority.

In addition, the Representative Office has the obligation to report, provide documents, or explain matters related to its operations when requested by competent state management agencies.

LIST OF DOCUMENTS

To prepare for the establishment of a foreign trader’s representative office in Vietnam, a trader needs to prepare the following documents:

Application for License to establish Representative Office according to the form signed by the competent representative of the foreign trader;
Copy of Business Registration Certificate or equivalent documents of foreign trader;
Documents of foreign traders appointing the head of representative office;
Copy of audited financial statement or documents confirming the fulfilment of tax or financial obligations in the most recent fiscal year or equivalent documents issued or confirmed or proved the existence and operations of foreign trader in the most recent fiscal year by competent authorities where foreign trader was established;
Copy of passport or ID card (if Vietnamese) or copy of passport (if foreigner) of the head of Representative Office;
Documents on the expected location of the Representative Office, including:
Copy of the memorandum of understanding or agreement to rent the location or a copy of the document proving that the trader has the right to exploit and use the location of the Representative Office.
Copy of documents on the expected location of the Representative Office prescribed by related laws.

COMMITMENT TO SERVICES

On time

All that we do will be planned specifically in terms of time and content. You can control what we do, and the time to completion, and in all cases, we help you maintain the enterprise’s compliance with the deadlines with competent authorities and employees.

Exactly

We commit to the accuracy of the contents of consultation, established documents, and services we provide to customers. We aim to provide you with a safe and effective legal solution for your business operations.

Security

We establish a confidentiality commitment with you, so information about the enterprise, human resources, finance, etc., and other contents related to enterprises and investors will only be disclosed with your consent or in accordance with the laws of Vietnam.

SERVICE PERFORMANCE PROCESS

Assign

CDLAF assigns designated personnel responsible for ensuring information security, ensuring that only assigned individuals have the right to access information and handle client communication.

Collect information and prepare the service contents

Assigned personnel are responsible for collecting clients information, reviewing regulations and preparing service content.

Control the quality

The Board of Lawyers and Counsels reviews the service content prepared by the assigned personnel before it is sent to clients for their review.

Clients’ approval

Clients review and approve the service content prepared by CDLAF. When requested, meetings are held to explain the prepared content.

Completion

Personnel responsible for service completion directly implement it at the competent authority (if required). They also monitor the progress, report the results, and hand them over to clients.

After-service support

Guide clients to perform necessary tasks related to the delivered results and provide updates on changes in legal regulations.

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FAQ QUESTIONS: Establishment of a Representative Office of a Foreign Trader in Vietnam

What conditions must the head of foreign trader’s representative office meet?

The head of the representative office must be present in Vietnam. If he/she is not present in Vietnam for more than 30 days, he/she must authorize another person to exercise the rights and obligations of the head of the representative office. The head of the representative office is a person with full civil capacity and has not been detained or sentenced to prison.

The head of foreign trader’s representative office cannot concurrently hold the following positions:

Head of a branch of the same foreign trader;
Head of a branch of other foreign trader;
The legal representative of the foreign trader or other traders;
The legal representative of an economic organization established in accordance with the laws of Vietnam

What conditions must traders meet to establish a representative office in Vietnam?

Foreign traders are granted a License to establish a representative office when they meet the following conditions:

The foreign trader must be established, registered business in accordance with provisions of the laws of countries or territories participating in international treaties that Vietnam is a member or recognized by the laws of these countries and territories;
The foreign trader has been operating for at least 01 year from the date of establishment or registration;
In case the foreign trader’s enterprise registration certificate or documents having equivalent value stipulates the operation period, such period must be at least 01 year from the date of application submission;
The operations of the representative office must be consistent with Vietnam’s commitments in international treaties that Vietnam is a member;
In case the operation of a representative office is inconsistent with Vietnam’s commitments, or the foreign trader is not from a country or territory participating in an international treaty that Vietnam is a member, the establishment of a representative office must be approved by Ministers or Heads of ministerial-level agencies in charge of specialized management (hereinafter referred to as the Minister of specialized management).

How long is the foreign trader’s representative office license valid?

The license to establish a representative office is valid for five years but not exceeding the remaining effective period of the foreign trader’s business registration certificate or documents having equivalent value if those documents have expiry date.

Is foreign trader’s representative office allowed to directly sign commercial contracts?

The representative is not allowed to enter into a contract unless the Head of the representative office has a legal authorization letter from the foreign trader or except in the following cases:

Entering a contract to rent headquarters, rent and purchase necessary facilities and equipment for representative office’s
Recruiting Vietnamese and foreign workers to work at the representative office in accordance with Vietnamese law
Opening an account in foreign currency or Vietnamese dong with foreign currency origin at a bank licensed to operate in Vietnam and only using this account for representative office’s

Is foreign trader’s representative office allowed to open a bank account?

It is allowed to open an account in foreign currency or Vietnamese Dong with foreign currency origin at a bank licensed to operate in Vietnam and only use this account for representative office’s operations.