Table of Contents/Mục lục
Establish a Representative Office in Vietnam: Key Requirements and Procedures
Foreign investors seeking to establish a representative office in Vietnam must meet specific legal conditions and follow a formal application process. Below is a detailed guide on the requirements and procedures for establishing a representative office under Decree 07/2016/ND-CP.
Requirements for Establishing a Representative Office
To qualify for a license, foreign investors must satisfy the following conditions:
- Legal Incorporation
- The foreign trader must be incorporated and registered to conduct business under the laws of a country or territory that is party to treaties with Vietnam or recognized by Vietnam.
- Business Operation History
- The foreign investor must have been in operation for at least one year from the date of establishment or registration.
- Certificate Validity
- The Certificate of Business Registration (or equivalent document) must remain valid for at least one year from the date of the application.
- Scope of Operation
- The proposed activities of the representative office must align with Vietnam’s commitments under international treaties.
- If the scope of operations is inconsistent or the foreign trader originates from a non-signatory country, approval from relevant Ministers or Heads of ministerial agencies is required.
Step-by-Step Procedures for Establishing a Representative Office
Step 1: Submit the Application
To apply for a representative office license, foreign investors must provide the following documents:
- A completed application form issued by the Ministry of Industry and Trade, signed by an authorized representative.
- Copies of the Certificate of Business Registration or equivalent documents.
- A letter appointing the head of the representative office.
- Audited financial statements or certificates proving tax and financial compliance for the previous fiscal year.
- Copies of identification documents for the head of the office (passport for foreigners, passport or ID card for Vietnamese nationals).
- Documents relating to the proposed office location, including:
- Memoranda of understanding (MOU) or lease agreements.
- Proof of compliance with laws governing the location of representative offices (as per Article 28 of Decree 07/2016/ND-CP).
Step 2: Register the Seal Sample
The newly established office must register its seal sample with the competent authority. The following documents are required:
- Establishment Decision or Operating License.
Step 3: Register the Tax Code
To declare PIT for the head of the representative office and foreign staff, the office must register with the tax department. Documents include:
- Tax registration form (Form 01-DK-TCT as per Circular 95/2016/TT-BTC).
- Notarized copy of the License for Establishment.
- Introduction letter.
Post-Establishment Obligations
After licensing, representative offices must:
- Open bank accounts to facilitate business operations.
- Submit annual activity reports to the Department of Industry and Trade before January 30 each year.
- Obtain work permits and temporary residence cards for the head and any foreign employees.
Additional Notes
Foreign investors are advised to ensure all required documents are accurate and complete to avoid delays in the application process. Legal provisions may change over time, so it is essential to seek updated guidance.
For assistance with the establishment of a representative office in Vietnam, contact Law Plus at or call +84 966 008 030.
Related:
- Procedures for termination of a foreign representative office in Vietnam
- Doing business in Vietnam
- Investing into Vietnam
