In recent years, many foreign companies have established representative offices in Vietnam. To be able to establish a representative office of a foreign company in Vietnam, it is necessary to establish an office and submit an application to establish a representative office of a foreign company in Vietnam to the competent authority. If you are looking for a detailed application form to establish a representative office of a foreign company in Vietnam, please refer to Viet My’s article below.

1. Rights and obligations when establishing a representative office of a foreign company?

Clause 6, Article 3 of the 2005 Commercial Law stipulates that a representative office (representative office) of a foreign company in Vietnam is a dependent unit of a foreign trader or company, established in accordance with Vietnamese law to Explore the market and carry out a number of trade promotion activities permitted by Vietnamese law.

Pursuant to Article 17 of the 2005 Commercial Law, regulations on the rights of representative offices of foreign companies are as follows:

– Operate in accordance with the purpose, scope of operation and duration specified in the license to establish representative office.

– Rent office space, rent and purchase necessary facilities and equipment for the operation of the representative office.

– Recruiting Vietnamese or foreign workers to work at the Representative Office according to Vietnamese law.

– Open a bank account in foreign currency or in Vietnamese Dong of foreign currency origin at banks licensed to operate in Vietnam and only use this bank account for the activities of the representative office.

– Have a seal bearing the name of the Representative Office according to Vietnamese law.

– Other rights of the Representative Office according to the law.

Pursuant to Article 18 of the 2005 Commercial Law, the obligations of foreign company representative offices are as follows:

– Do not carry out activities that lead to direct profits in Vietnam.

– Only carry out trade promotion activities within the permitted scope.

– Do not enter into contracts as well as amend or supplement contracts that have already been signed by foreign companies, except in cases where the Head of Representative Office has a legal power of attorney from the foreign company or the cases specified in Clause 1 of this Article. Clauses 2, 3 and 4, Article 17 of this Law.

– Pay taxes, fees, charges and perform other financial obligations according to Vietnamese law.

– Report on the activities of the Representative Office according to Vietnamese law.

– Other obligations of the Representative Office according to the provisions of law.

2. Conditions for establishment of Foreign Company Representative Office

Pursuant to Article 7 of Decree 07/2016/ND-CP, the conditions for granting a license to establish a Foreign Company Representative Office are as follows:

– Foreign companies are established and registered in accordance with the laws of countries and territories to join international treaties in which Viet Nam is a member or recognized by the laws of these countries and territories; ;

– A foreign company has been in operation for at least one year, as of the date of registration or establishment; ;

– In the case of an equivalent legal document of a foreign company or a certificate of equivalent validity as stipulated in the term of operation, this period shall be at least 1 year from the date of filing; ;

– The contents of the foreign company’s VPD activities must be in line with Viet Nam’s commitment to international treaties in which Viet Nam is a member;

– Where the contents of the Office of Representatives of Foreign Companies are not in accordance with the commitments of Viet Nam or foreign companies that do not belong to the treaty in which Viet Nam is a member, the establishment of the Office of Representatives of Foreign Companies must be approved by the Minister, Head of Ministry-level agency for specialized management.

3. Which agency has the authority to license the establishment of the Representative Office?

Pursuant to Article 5 of Decree 07/2016/ND-CP, the authority to grant a license to establish a Representative Office is as follows:

– Departments of Industry and Trade of the central provinces and cities where the company is expected to be located in addition to high-tech parks, export processing zones, economic zones, and industrial zones, will issue VPD establishment licenses in case the establishment of VPDs is not stipulated in specialized legal documents.

– Management Boards of industrial parks, export processing zones, economic zones and hi-tech parks shall issue licenses for establishment of VPD based in high-tech parks, export processing zones, economic zones and industrial zones where the establishment of VPDs has not been stipulated in specialized legal documents.

4. Procedures for establishment of representative offices of foreign companies in Vietnam

4.1 Application form for license of establishment of representative office of foreign company

Pursuant to Article 10 of Decree 07/2016/ND-CP, the dossier of issuance of a License for Establishment of a Representative Office shall include:

(1) The application for a license to establish a representative office in the form signed by the competent representative of a foreign company; ;

(2) Copies of the equivalent value of a foreign company’s Law Paper or legal documents;

(3) Documents of a foreign company that appoints or appoints the head of the Representative Office; ;

(4) A copy of the financial statements audited or documented on the performance of tax or financial obligations in the last financial year of the company or equivalent legal documents issued by the agency, the competent organization where the foreign company is established granted or confirmed to prove the existence and operation of the foreign company in the last fiscal year;

(5) Copy of passport or ID card or CCCD card (if Vietnamese) or copy of passport (if foreign) of the head of the VPD;

(6) Documentation on the location where the foreign company is expected to be based includes:

– A copy of the memorandum of understanding or agreement on the lease of the place or a copy of documents proving that the foreign company has the right to exploit and use the place to establish the headquarters of the Representative Office; ;

– A copy of the document on the location where the foreign company is scheduled to be located as stipulated in Article 28 of Decree 07/2016/ND-CP and other relevant regulations.

Note: Documents (2), (3), (4), (5) (in case a copy of the passport of the head of the VPD is a foreigner) must be translated into Vietnamese and verified in accordance with Vietnamese law.

Document (2) must be certified/legalized by the Vietnamese diplomatic representative body or consular body abroad in accordance with Vietnamese law.

4.2. Licensing Procedures for Establishment of Foreign Company Representative Office

Pursuant to Article 11 of Decree 07/2016/ND-CP, procedures for granting licenses for establishment of the Representative Office are as follows:

Step 1: Submit your application

A foreign company submits a request for the establishment of a representative office of a foreign company in Vietnam directly, by post or online (if applicable) to the licensing agency where it is expected to be located.

Step 2: Accept the profile set

Within three working days of receiving the dossier, the competent authority shall inspect and request supplementation if the dossier is incomplete or valid. The request to add a profile can only be made up to once during the profile resolution process.

Except in the case of Clause 4 of Article 11 of Decree 07/2016/ND-CP, within seven working days after receiving all valid dossiers, the competent authority shall issue or fail to grant a license to establish a representative office of a foreign company.

In case of refusing to grant permission for establishment of VPD, there must be a document stating the reason.

Step 3: Submit a document to consult the Ministry of Professional Management (if applicable)

In the case specified in Clause 5 of Article 7 of Decree 07/2016/ND-CP and in the case that the establishment of VPD has not been stipulated in specialized legal documents, the competent State Agency shall submit a document for consultation with the Ministry of Professional Management within three working days from the date of receiving the valid dossiers.

Step 4: The Ministry of Professional Management pays the results (if any)

Within 05 working days from the date of receiving the written request for opinions from the licensing agency to establish a representative office, the specialized management ministry will issue a document clearly stating whether it agrees or disagrees. License to establish representative office.

Step 5: Return results

Within five working days, from the date the licensee receives the comments of the Ministry of Professional Management, the licensee or non-licensing agency shall establish a Foreign Company Representative Office. If not licensed, there must be a document stating the reason.

In addition, you can refer to additional dossiers of establishment of the relevant company in Viet My.

5. Download the application form to establish a representative office of a foreign company in Vietnam

Below is the application form for establishing a representative office of a foreign company in Vietnam, everyone can download it for reference:  don-de-nghi-cap-giay-phep-thanh-lap-van-phong-dai-dien-cua-thuong-nhan-nuoc-ngoai 

6. Summary of frequently asked questions

6.1 Does a foreign company’s representative office in Vietnam directly carry out commercial advertising activities?

Representative offices of foreign companies operating in Vietnam are not allowed to directly carry out commercial advertising activities as prescribed in Clause 2, Article 103 of the 2005 Commercial Law.

6.2 Can multiple foreign company offices be established in one province?

Foreign enterprises and companies are allowed to establish representative offices in Vietnam, however, they are not allowed to establish more than 1 representative office with the same name within a province/centrally-run city of Vietnam. Male.

6.3 Can foreign travel companies set up representative offices in Vietnam?

Clause 1, Article 69 of the 2017 Law on Tourism stipulates as follows:

“Foreign tourism agencies, international and regional tourism organizations are allowed to establish representative offices in Vietnam.”

Accordingly, foreign travel companies are allowed to establish representative offices in Vietnam.

6.4 What documents include the expected location of the representative office?

Documents on the expected location of the representative office usually include:

– A copy of the memorandum of understanding or agreement on renting a location or a copy of documents proving that the foreign company has the right to exploit and use that location to locate the representative office;

– Copies of documents about the company’s expected location of the representative office.

6.5 How much is the fee for establishing a representative office of a foreign company?

– The fee for establishing a representative office of a foreign company is 50,000 VND/time;

– Fee exemption when registering to establish an online representative office (according to Circular 47/2019/TT-BTC).

The above article is Viet My’s application form to establish a representative office of a foreign company in Vietnam. In case you have difficulty establishing a representative office or have questions related to this issue, please contact Luat va Ke toan Viet My immediately for further advice and to receive additional incentives. Please!