At present, the strong development and continuous integration of the Vietnamese economy increasingly attracts investment and business from foreign investors. Therefore, foreign investors who want to build an office brand in Vietnam should learn about the provisions of Vietnamese law in investing and doing business here. In Vietnam, there are about 10,000 representative offices of foreign enterprises in Ho Chi Minh City, other provinces and cities such as Binh Duong, Dong Nai, Hanoi … also have the same number, some representative offices have been operating since 1995 until now. So what are the procedures for establishing a representative office of a foreign company? The following article will provide useful information for readers.

1. Legal basis

• Law on Commerce 2005;
• Decree 07/2016/ND-CP detailing the implementation of the Law on Commerce on the establishment, operation, rights and obligations of Representative Offices and Branches of foreign traders in Vietnam;
• Decree 99/2016/ND-CP on the management and use of seals;
• Circular 11/2016/TT-BCT providing forms for implementing Decree 07/2016/ND-CP.

2. Conditions to be met when establishing a representative office of a foreign company

In order to establish a representative office in Vietnam, Article 7 of Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam stipulates that foreign traders are only granted a Certificate of Operation of a Representative Office in Vietnam when fully meeting the following conditions:

– The foreign company has been established and registered for business in accordance with the laws of the country participating in an international treaty to which Vietnam is a member or recognized by the laws of such countries;

– The foreign company has been operating in the host country for at least 01 year from the date of establishment or business registration;

– In case the foreign Business Registration Certificate stipulates a term of operation, the term of that license must be at least 01 year from the date of submission of the application in Vietnam;

– The scope of activities of the Representative Office: detailed research on the market, trade promotion in Vietnam.

– In case the scope of activities of the Representative Office is not consistent with the commitments of Vietnam or of the foreign trader not belonging to a country or territory participating in an international treaty of which Vietnam is a member, the establishment of the Representative Office must be approved by the Minister, Head of the specialized ministerial-level agency (hereinafter referred to as the Minister of the specialized ministry).

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

According to Article 10 of Decree 07/2016/ND-CP, the dossier for establishing a representative office of a foreign company includes:

(1) Application for a License to establish a Representative Office according to the available form of the Ministry of Industry and Trade signed by the authorized representative of the foreign trader;

2) Copy of the Business Registration Certificate or equivalent document of the foreign trader;

(3) Document of the foreign trader appointing/designating the head of the company’s Representative Office;

(4) A copy of the audited financial report or a document confirming the implementation of tax or financial obligations in the most recent fiscal year or a document of equivalent value issued by a competent agency or organization where the foreign trader is established or has confirmed and proven the existence and operation of the foreign trader in the most recent fiscal year;

(5) A copy of the passport or identity card or citizen identification card (if Vietnamese) or a copy of the passport (if foreign) of the head of the foreign company’s representative office;

(6) Documents on the proposed location of the representative office, including:

– A copy of the memorandum of understanding or agreement on the lease of the location or a copy of the document proving that the trader has the right to exploit and use the location to establish the headquarters of the foreign company’s representative office;

– A copy of the document on the proposed location of the foreign company’s representative office as prescribed in Article 28 of Decree 07/2016/ND-CP and relevant legal provisions.

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

Document (2) must be certified or consularly legalized by a Vietnamese diplomatic mission or consular office abroad in accordance with Vietnamese law.

4. Procedures for establishing a foreign company’s representative office

Pursuant to Article 11 of Decree 07/2016/ND-CP, the procedures for establishing a representative office of a foreign company are as follows:

Step 1: Submitting documents

Foreign traders shall submit documents directly or by post or online (if applicable) to the competent licensing authority where the representative office is expected to be located.

Step 2: Receiving documents

Within 03 working days from the date of receipt of the documents, the licensing authority shall conduct an inspection and request additional documents if the documents are not complete or valid. The request for additional documents will be made a maximum of once during the entire application processing process.

Except for the case specified in Clause 4, Article 11 of Decree 07/2016/ND-CP, within 07 working days from the date of receipt of a complete and valid dossier, the Licensing Authority shall have the right to grant or not grant a License to establish a Representative Office to a foreign trader.

In case of refusal to grant a license, a written document stating the reasons for refusal must be issued.

Step 3: Send a document to request comments from the specialized management ministry (if any)

In the case specified in Clause 5, Article 7 of Decree 07/2016/ND-CP and in the case where the establishment of a Representative Office has not been regulated in a specialized legal document, the Licensing Authority shall send a document to request comments from the specialized management ministry within 03 working days from the date of receipt of a complete and valid dossier.

Step 4: The specialized management ministry returns the result (if any)

Within 05 working days from the date of receipt of the request for comments from the Licensing Authority, the specialized management ministry shall issue a document stating whether it agrees or disagrees with granting a license to establish a representative office of a foreign company.

Step 5: Return the result

Within 05 working days from the date of receipt of the comments from the specialized management ministry, the Licensing authority shall issue or not issue a license to establish a representative office for a foreign trader. In case of refusal to grant a license, there must be a document stating the reason for the refusal to grant a license.

5. Cases in which a license to establish a representative office of a foreign company is not granted

The agency that grants the license to establish a representative office of a foreign company in Vietnam will not grant the license to establish a representative office of a foreign company in Vietnam in the following cases:

– The foreign trader does not fully meet the conditions specified above.

– The foreign trader only trades in goods and services that are on the List of goods and services prohibited from trading according to the provisions of Vietnamese law.

– The foreign trader requests a license to establish a representative office of a foreign company in Vietnam within 02 years from the date of revocation of the license to establish a representative office.

– There is evidence that the establishment of a representative office of a foreign company is detrimental to national defense, security, order, social safety, historical traditions, culture, ethics, Vietnamese customs and traditions and the health of the people, destroying resources and the environment.

– Submitting invalid documents and not fully supplementing documents as required by the competent licensing authority.

The above is the procedure for establishing a representative office of a foreign company in Vietnam according to the latest regulations. In fact, when carrying out the procedure, many other problems may arise, so if you need to hire a service to carry out the work more conveniently, please contact Viet My Law and Accounting for further advice and support.