To establish a representative office, foreign traders need to prepare documents for establishing a representative office of a foreign company in accordance with relevant Vietnamese laws. Vietnamese representative offices of foreign traders are affiliated agencies of foreign traders established under Vietnamese law to survey the market and carry out trade promotion activities permitted by Vietnamese law. permission. In this article, Viet My would like to provide some legal opinions on company establishment documents.

1. Conditions for establishing a representative office of a foreign company in 2024

Pursuant to Article 7, Decree No. 07/2016/ND-CP, the conditions for granting a License to establish a representative office of foreign traders are as follows:

• Foreign traders must establish and register their companies in accordance with the laws of countries or territories participating in international treaties to which Vietnam is a party or the laws of that country or territory as applicable. receive;
• Foreign traders that have been in business for at least one year from the date of establishment or registration.
• In case the Business Registration Certificate or equivalent document of a foreign trader states a term of operation, that term must be at least one year from the date of application.
• The work of the Representative Office must be consistent with Vietnam’s obligations in international treaties that Vietnam has signed.
• In case the operation of a representative office does not comply with the obligations of a foreign trader not participating in an international treaty to which Vietnam is a member, the establishment of a representative office must be approved by Vietnam and Must be approved by the Government, Minister, Head of ministerial-level agency in specialized management.

2. Documents for establishing a representative office of a foreign company in 2024

When opening a representative office abroad, a Vietnamese company must establish and open a subsidiary branch abroad in accordance with the law of the country where the representative office is located abroad. Therefore, representative offices of Vietnamese companies are established abroad to perform the function of representing Vietnamese companies abroad and performing market research and other activities. Trade promotion activities within the legal framework of the country where the company is headquartered.

Documents for establishing a foreign-invested company are mandatory documents when establishing a foreign-invested company. The same goes for establishing a representative office of a foreign company. You must also prepare a set of documents for establishing a representative office of a foreign company before you can proceed with other procedures.

2.1 Documents to establishing a representative office of a foreign company in Vietnam in 2024

Application to establish a representative office of a foreign company in Vietnam;

A consular legalized copy and notarized translation of the foreign trader’s Business Registration Certificate or equivalent document certified by the competent authority where the foreign company is registered;

Document providing information about the appointed head of a foreign company’s representative office

Notarized translation of audited financial statements, documents proving the fulfillment of tax and financial obligations of the previous fiscal year or equivalent documents issued by competent agencies and organizations. An established foreign businessman licenses or endorses and confirms the existence and operation of a foreign business agent for the most recent fiscal year.

Notarized translation of passport of head of representative office, ID card, citizen identification card (for Vietnamese) or copy of passport (for foreigners);

Papers and records on the expected location of the representative office include:

• Notarized copy of office rental contract.
• Notarized copy of the lessor’s land use rights certificate (if leasing to a company, submit the Business Registration Certificate with real estate business function).
• In addition, the location of the foreign company’s representative office must comply with the provisions of Vietnamese law on safety, order, labor safety and other conditions as prescribed by law.

2.2 Some notes when preparing documents for establishing a representative office of a foreign company

When preparing documents to establish representative offices of foreign traders, the following points should be noted:

The document must clearly indicate the field of activity of the foreign businessman working in the host country

The following documents must be translated into Vietnamese and notarized according to Vietnamese law.

• Copy of Business Registration Certificate or equivalent document of the foreign trader;
• Document appointing/appointing the head of the representative office of the foreign businessman;
• A copy of the audited financial statement or document confirming compliance with tax and financial obligations of the previous fiscal year or equivalent documents issued by the competent agency or organization where the Agent is located. headquarters level.
• Confirm or certify the foreign agent and demonstrate the presence and operations of the foreign agent during the previous financial year.
• Copy of passport of head of representative office (for foreigners).

Documents A copy of the Business Registration Certificate or equivalent documents of the foreign trader must be authenticated or consularly authenticated by Vietnamese diplomatic missions or consulates abroad.

3. Procedures for establishing a representative office of a foreign company in 2024

In the era of globalization, international cooperation and expanding business activities abroad are no longer strange things. Therefore, many Vietnamese companies have also established representative offices abroad to expand their business scope more frequently and begin to monitor the situation abroad. In the article below, we would like to clarify the procedures for establishing a representative office abroad in accordance with current law.

3.1 Procedures for granting a license to establish a representative office of a foreign company

Article 11 of Decree 07/2016/ND-CP stipulates the procedures for granting a License to establish a Representative Office as follows:

Step 1: Submit application

Submit application in person, by mail or online (if eligible) to the licensing agency where the representative office is located.

Step 2: Receive documents

Within 3 working days from the date of receiving the dossier, the approval agency will review the dossier and request additional dossier if the dossier is not complete and valid. Additional documents will be requested at most once during the application process.

Except for the cases specified in Article 11, Clause 4 of Decree 07/2016/ND-CP, the licensing agency shall grant or refuse to grant a license within 07 working days from the date of receipt of complete and valid documents.

In case of refusal, there must be a written explanation and reasons clearly stated.

Step 3: Send a written request to the specialized management ministry (if any).

In the cases mentioned in Article 7, Clause 5, Decree 07/2016/ND-CP and if the establishment of a representative office is not specified in specific legal documents, the authorizing agency will issue a document. recommended implementation. Contact the Ministry of specialized public management within 03 working days from the date of receiving complete and valid documents.

Step 4: Manage return of results (if any).

Within 05 working days from the date of receiving the written request for opinions from the Licensing agency, the Department of Professional Management shall issue a document approving or disapproving the permission to establish a Representative Office. . face.

Step 5: Return results

Within 05 working days from the date of receiving the General Department’s opinion, the Licensing Agency is responsible for approving or denying the approval to establish a Representative Office of a foreign trader. In case of refusal, there must be a clear written explanation.

3.2 Steps to establish a representative office of a foreign company in 2024

To establish a representative office for a foreign company, follow these steps:

Step 1: The agent prepares information and documents to establish a representative office.

You can refer to detailed information and documents related to the establishment of a representative office of a foreign company as introduced above.

Step 2: Draft and package documents to establish a representative office at the Ministry of Industry and Trade

Foreign traders must submit an application for permission to establish a representative office to the Ministry of Industry and Trade where the representative office is located. You can submit your resume directly. Correspondence and administrative documents. electronic network.

Step 3: The Ministry of Industry and Trade checks the foreign company’s representative office establishment documents

Within 15 days from the date of receiving complete and valid documents, the Ministry of Industry and Trade will complete the appraisal and issue the License to establish a Representative Office for foreign traders and send a copy of the License to the Ministry of Industry and Trade. send. People’s Committees of provinces and centrally run cities. tax authorities. Department of Statistic. State-level police agencies have representative offices. In case the dossier is not valid, the Ministry of Industry and Trade shall send a document requesting the foreign trader to supplement and complete the dossier within 03 working days from the date of receipt of the dossier.

Step 4: Proceed to receive the foreign company representative office registration certificate

After the application is valid, the Registration Authority will issue a Certificate of Establishment of Representative Office to the registered trader.

Step 5: Submit business report to the foreign company representative office

After being granted an Establishment License, the Representative Office must carry out procedures for reporting business activities as prescribed in Clause 1, Section IV of Circular 11/2006/TT-BTM. The license to establish a representative office for foreign businessmen is valid for 5 years.

4. Which agency licenses representative offices for foreign companies in Vietnam?

According to the provisions of law, the Ministry of Trade of the province or centrally run city where the trader plans to set up representative offices outside industrial parks, export processing zones, economic zones, and high-tech zones shall carry out the following provisions: following tasks: reissue, adjustment, extension, cancellation.

License to establish a representative office and terminate the operation of a representative office in case the establishment of a representative office is not specified in legal documents. professional law.

5. Frequently asked questions about documents for establish a representative office of a foreign company

5.1 How long is the license to establish a representative office of a foreign company?

The license is valid for 5 years but not exceeding the remaining term of the business registration certificate. After expiration, foreign entrepreneurs can apply for license renewal for up to 5 years.

5.2 Who is included in the management apparatus of a foreign company’s representative office?

Foreign businessmen have full authority to decide on personnel and administrative issues of the representative office. However, the use of foreign workers working in representative offices must comply with Vietnam’s labor laws and/or international treaties to which Vietnam is a member.

5.3 How to choose a headquarters when establishing a representative office of a foreign company?

Representative offices may use land on the basis of a land lease contract with the person who has land use rights. Please note that the representative office is not located in the apartment building. On the other hand, representative offices do not have the right to rent or sublease premises but must use the premises for the right purpose.

5.4 How to choose a name when establishing a representative office of a foreign company?

The name of the representative office must be written in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols, including the next part “representative office”. The name of the representative office must be displayed on the sign at the head office.

5.5 In what cases is a trader’s representative office not licensed according to regulations?

• Not meeting the conditions specified in Article 7 of Decree No. 07/2016/ND-CP when applying for a License to establish a Representative Office;
• Foreign traders must apply for a License to establish a Representative Office or a License to establish a Branch within two years from the date of revocation of the License to establish a Representative Office.
• The facilities are restricted for reasons of national defense, safety, public order, public morality and public health.

Above are the legal issues related to opening a representative office and Documents for establishing a representative office of a foreign company. If you need more detailed advice on this issue or procedures for establishing a representative office abroad, please contact VIET MY LAW AND ACCOUNTING immediately for the fastest and most effective advice on business costs.