Registering a Representative Office is one of the legal ways that a foreign trader can do when accessing the Vietnamese market. In order to provide specific guidance on this matter, Vietnamese law has provided for the right to register Representative Offices of foreign traders and related procedures and processes. In this article, TTVN Legal will point out to foreign investors briefly information when registering to a Representative Office in Vietnam.

1. The right to register Representative Offices and responsibilities of foreign traders

Foreign traders have the right to register their Representative Offices in Vietnam according to Vietnam’s commitments in international treaties to which Vietnam is a contracting party. When licensed to register a Representative Office, foreign traders are responsible according to Vietnamese law for all operations of the Representative Office. This regulation is specified in Article 3 and Article 4 of Decree No. 07/2016/ND-CP.

Note: Within a province or centrally-affiliated city, a foreign trader shall not establish more than one Representative Office that has the same name.

2. Conditions for granting License for Establishment of a Representative Office

A foreign trader may be considered for granting License for Establishment of a Representative Office if they satisfy the conditions in Article 7 of Decree No. 07/2016/ND-CP as follows:

• The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries and territories being parties to treaties to which Vietnam is a signatory or is recognized by aforesaid countries and territories.
• The foreign trader has come into operation for at least 01 year from the date of establishment or registration;
• In case the foreign trader’s business registration certificate or paper of equivalent validity stipulates the operation term, such time limit must be at least 01 year from the date of submission of the application;
• The scope of operation of the Representative Office must be consistent with that in Vietnam’s commitments in international treaties to which Vietnam is a contracting party;

Note: In case the scope of operation of the Representative Office is inconsistent with Vietnam’s commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the Representative Office can be established only if relevant Ministers, Heads of a ministerial agencies have given approval for establishment.

A foreign trader will not be granted License for Establishment of the Representative Office when falling into the cases specified in Article 14 of Decree No. 07/2016/ND-CP as follows:

• Failure to satisfy one of the above conditions to be granted a License;
• Apply for a License within 2 years from the date of Revocation of the License for Establishment of the Representative Office in Vietnam;
• The establishment of a Representative Office is restricted by law for reasons of national defense, security, social order and safety, social ethics and public health;
• Other cases as prescribed by law.

3. Order and procedures for applying for License for Establishment of the Representative Office

Step 1: The foreign trader prepares a dossier and submits it to the Licensing Authority where the Representative Office is expected to be located. The dossier can be submitted in person or by post or through the Portal, depending on the specific regulations of the Licensing Authority.

Step 2: Within 03 working days from the date of receipt of the dossier, the Licensing Authority shall examine and request supplementation if the dossier is incomplete or invalid.

Step 3: Within 07 working days from the date of receipt of complete and valid dossier, the Licensing Authority shall grant or not the License for Establishment of the Representative Office for the foreign trader. In case of rejections, there must be a written explanation clearly stating the reasons.

Within 13 working days, the Licensing Authority shall review the dossier and decide whether to grant or not the License for Establishment of the Representative Office for the foreign trader (after consulting the relevant Ministers, Heads of a ministerial agencies) when the establishment of a Representative Office falls into one of the following cases:

• The scope of operation of the Representative Office is inconsistent with Vietnam’s commitments;
• The foreign trader does not belong to a country or territory being party to treaties to which Vietnam is a signatory;
• The establishment of a Representative Office has not been regulated in specialized legal documents.

Note: The time limit for processing the above dossier is the statutory time limit. Depending on the submission and handling of documents, the settlement of a request for the establishment of a Representative Office of a foreign trader may be handled later than the above-mentioned time limit.

4. Dossier of application for the establishment of a Representative Office

The foreign trader submits 01 set of dossier as prescribed in Article 10 of Decree No. 07/2016/ND-CP as follows:

• Application form for License for Establishment of the Representative Office;
• A copy of the business registration certificate or equivalent document of the foreign trader (consularly certified/legalized and translated into Vietnamese and certified in accordance with Vietnamese law);
• Appointment document for Head of Representative Office of the foreign trader (translated into Vietnamese and certified in accordance with Vietnamese law);
• A copy of the audited financial statement or a document certifying the performance of tax or financial obligations in the latest fiscal year or equivalent document issued by a competent agency or organization where the foreign trader is established, or certifying and proving the existence and operation of the foreign trader in the latest fiscal year (translated into Vietnamese and certified in accordance with Vietnamese law);
• Copy of passport or citizen identification card (if Vietnamese) or passport copy (if foreigner) of the Head of Representative Office (translated into Vietnamese and certified in accordance with Vietnamese law);
• Documents on the expected location of the Representative Office include:
  • A copy of the memorandum of understanding or leasing agreement or documents proof of the right to use a location;
  • A copy of the document on whether the expected location of the Representative Office satisfies requirements for security, occupational hygiene and safety and other conditions as prescribed by Vietnamese law.

The above is a summary of information on the registration of establishment of a Representative Office in Vietnam for foreign traders. After its establishment, a Representative Office is allowed to operate in Vietnam, exercise its rights and perform its obligations such as tax code registration, labor recruitment, reporting and other rights and obligations.

Contact us if you need further advice.

Note: This article is for informational purposes only and it is not legal advice. The content of the article represents its own TTVN Legal, it is subject to change without prior notice.