At a time like today, the strong development and continuous integration of the Vietnamese economy increasingly attracts business investment from foreign investors. So for foreign investors who want to build an office brand in Vietnam, learning about the provisions of Vietnamese law in investing and doing business here is a very important and urgent issue. In Vietnam, there are about 10,000 representative offices of foreign businesses in Ho Chi Minh City, other provinces and cities such as Binh Duong, Dong Nai, Hanoi… also have the same number. The representative office has been operating from 1995 to the present. So what are the procedures for establishing a representative office of a foreign company? The article below will provide useful information for readers.

1. Legal basis

• Commercial Law 2005;
• Decree 07/2016/ND-CP detailing the implementation of the Commercial Law on the establishment, operation, rights and obligations of representative offices and branches of foreign traders in Vietnam;
• Decree No. 99/2016/ND-CP on management and use of seals;
• Circular No. 11/2016/TT-BCT stipulates the form for implementing Decree No. 07/2016/ND-CP.

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

In order to establish representative offices in Vietnam, Article 7 of Decree 07/2016/ND-CP stipulated in detail in the Law on Trade in representative offices, The Foreign Business Operator’s Office Branch in Vietnam shall issue a Certificate of Operation of the Representative Office in Vietnam only if the following conditions are met: :

– A foreign company has been established and is registered in accordance with the laws of the country which participates in the international treaty in which Viet Nam is a party or recognized by the laws of these countries;

– Foreign companies that have been operating in their home country for at least 1 year, from the date of establishment or business registration;

– In the case of a Foreign Business Registration Certificate with provisions on the term of operation, such license must be at least one year from the date of application in Vietnam;

– Contents of activities of the Representative Office: to learn more about the market and to promote trade in Vietnam;

– In the event that the contents of such representative office do not conform to the commitments of Viet Nam or of foreign businesses that do not belong to a country or territory participating in the international treaty to which Viet Nam is a member, the establishment of the representative office must be approved by the Minister, The head of an equivalent agency of the Ministry of Professional Management (hereinafter referred to as the Minister of Professional Management).

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

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

(1) The application for a license to establish a representative office in the form available to the Ministry of Industry and Trade signed by the competent representative of foreign enterprises; ;

2) A copy of the Business Registration or equivalent certificate of value of a foreign business entity; ;

(3) Documents of foreign enterprises that send/appoint the head of the Company’s Representative Office; ;

(4) A copy of the financial statements with an audit or document confirming the performance of the tax or financial obligations in the last fiscal year or equivalent valuable papers issued by the competent agency or organization where the foreign business entity has established or confirmed, demonstrate the existence and performance of foreign business entities in the fiscal year at the latest;

(5) A copy of the passport or identity card or citizenship identification card (if Vietnamese) or a copy of the passport (if foreign) of the head of the Office of Representatives of a foreign company;

(6) Documents on the location expected to be located in the Representative Office include:

– A copy of the memorandum of understanding or agreement on the lease of the place or a copy of documents proving that the business entity has the right to exploit and use the location for the headquarters of the Office of Representative of Foreign Company; ;

– A copy of the document on the location is expected to be located at the headquarters of the Office of Representatives of foreign companies as stipulated in Article 28 of Decree 07/2016/ND-CP and related legal provisions.

Note: Documents (2), (3), (4), (5) (in the case of copies of passports of the head of the Office of Representative Foreign Nationals) shall be translated into Vietnamese and verified in accordance with Vietnamese law.

Document (2) must be certified or legalized by Vietnamese diplomatic missions and consular bodies abroad in accordance with Vietnamese law.

4. Steps to complete procedures for establishing a representative office of a foreign company

Pursuant to Article 11 of Decree 07/2016/ND-CP, the order and procedures for establishment of representative offices of foreign companies are as follows:

Step 1: Apply

Foreign business entities shall submit their applications directly or by mail or online (if applicable) to the Competent Agency for Licensing where the Representative Office is scheduled to be located.

Step 2: Receive application

Within 3 working days from the date of receipt of the dossier, the Licensing Authority shall conduct an inspection and request supplementation if the dossier is incomplete and valid for all types of dossiers. The request to add a profile will be made up to one time during the profile resolution process.

Except as provided in Clause 4 of Article 11 of Decree 07/2016/ND-CP, within seven working days from the date of receipt of the full dossier, the Licensee shall have the right to grant or fail to grant a license to establish a representative office of foreign business.

In the case of refusing to grant permission, there must be a document stating the reason for not granting it.

Step 3: Submit a written request for comments from the Ministry of Professional Management (if applicable)

In the case referred to in Clause 5 of Article 7 of Decree 07/2016/ND-CP and in the case that the establishment of the Representative Office is not stipulated in the specialized legal documents, the Licensee shall submit a document for consultation with the Ministry of Professional Management within 3 working days from the date of receiving full application.

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

Within five working days, from the date of receiving the document requesting the opinion of the Licensing Authority, the Ministry of Professional Management clearly stated its agreement or disapproval of the establishment of the Foreign Company Representative Office.

Step 5: Return results

Within five working days from the date of receiving comments from the Ministry of Professional Management, the Certificate Authority shall issue or grant a license to establish a representative office of foreign business entities. In case of non-licensing, there must be a document stating the reasons for refusal of the license.

5. Cases of non-license for establishment of representative offices of foreign companies

The licensee of the Foreign Company Representative Office in Viet Nam shall not issue the license to establish the Foreign Company Representative Office in Viet Nam in the following cases: :

– Foreign business entities do not fully meet the conditions specified above.

– Foreign enterprises only deal in goods and services that fall under the List of prohibited goods and services in accordance with the laws of Vietnam.

– Foreign business entities requesting a license to establish a representative office of a foreign company in Vietnam within a period of two years from the date of revocation of the license to establish a representative office.

– Evidence exists that the establishment of the Office of Representatives of Foreign Companies harms national defense, security, order, social safety, historical traditions, culture, ethics, fine customs of Vietnam and the health of the people, destroying resources and the environment.

– Filing of applications is invalid and incomplete at the request of the competent authority which granted the license.

Above are the procedures for establishing a representative office of a foreign company in Vietnam according to the latest current regulations. In fact, when performing the procedure, many other problems may arise, so if you need to hire a service to carry out the work more conveniently, please contact us. Luat va Ke toan Viet My for further advice and support.

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