As Vietnam continues to deepen its integration into the global economy, the demand for establishing representative offices of foreign traders in Vietnam has been steadily increasing. However, to operate legally, foreign traders must meet specific conditions and follow certain procedures as prescribed by Vietnamese law.
As Vietnam continues to deepen its integration into the global economy, the demand for establishing representative offices of foreign traders in Vietnam has been steadily increasing. However, to operate legally, foreign traders must meet specific conditions and follow certain procedures as prescribed by Vietnamese law.
Below is a summary of the latest legal regulations on the conditions for establishing representative offices of foreign traders in Vietnam, as advised and updated by ADVN Law.
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1. Legal Basis
The establishment of a representative office of a foreign trader in Vietnam is governed by the following legal documents:
• Commercial Law 2005;
• Decree No. 07/2016/ND-CP guiding the Commercial Law regarding representative offices and branches of foreign traders in Vietnam;
• Decree No. 99/2016/ND-CP on the management of foreign traders' commercial activities in Vietnam;
• Circular No. 11/2016/TT-BCT providing guidance on Decree No. 07/2016/ND-CP.
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2. What is a Representative Office?
Under Vietnamese law, a representative office is a dependent unit of a foreign trader, established in Vietnam to carry out trade promotion activities and market research. However, it is not allowed to engage in profit-generating business activities in Vietnam.
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3. Conditions for Establishing a Representative Office
To be granted a license to establish a representative office in Vietnam, a foreign trader must satisfy the following conditions:
• Be legally established and registered for business in the country of origin;
• Have operated for at least one year from the date of establishment;
• The business license must remain valid for at least one more year from the date of submitting the application in Vietnam;
• The business lines must be consistent with Vietnam’s international commitments.
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4. Number of Representative Offices
• A foreign trader may establish only one representative office in each province or centrally governed city in Vietnam;
• Multiple offices can be established in different provinces/cities, provided that legal conditions are met.
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5. Office Location Requirements
• The office location must comply with regulations on security, order, and labor hygiene;
• The registered address cannot be sublet or lent to another entity;
• A valid lease agreement and legal documents proving the right to use the premises are required.
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6. Naming of the Representative Office
• The name must include the foreign trader’s name + “Representative Office in Vietnam”;
• The name must be displayed at the office premises and shown on all official documents and transactions.
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7. Rights and Obligations of a Representative Office
The representative office of a foreign trader is entitled to:
• Act as a liaison office, conduct market research, and promote trade opportunities;
• Not conduct business or generate revenue in Vietnam;
• Submit an annual activity report before January 30th to the Department of Industry and Trade.
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8. Application Dossier for Establishment
The application dossier for a Representative Office License includes:
• Application form for license issuance;
• Certified copy of the foreign trader’s business registration certificate;
• Most recent financial statement or document proving tax compliance;
• Decision on the appointment of the head of the representative office;
• Passport or personal ID of the appointed head;
• Office lease contract and legal documents for the office location.
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9. Procedures for Establishment
Step 1: Submit the application
Submit the application to the Department of Industry and Trade where the representative office is to be located.
Step 2: Assessment and License Issuance
If the application is valid, the Department will issue the license within 7 working days.
Step 3: Seal carving and tax code registration
After being licensed, the representative office must have its official seal carved and register a tax code with the local tax authority.
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10. ADVN Law's Representative Office Establishment Services
ADVN Law offers a full-service package for foreign traders, including:
✅ Legal consultation on conditions, documents, and procedures;
✅ Preparation of complete legal documents in accordance with regulations;
✅ Representation in filing and working with the Department of Industry and Trade;
✅ Assistance with seal registration, tax code registration, and post-license procedures.
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11. Conclusion
Establishing a representative office in Vietnam enables foreign traders to enter the Vietnamese market lawfully and professionally. However, to avoid delays or rejection, it is crucial to ensure that all legal procedures are strictly followed.
For detailed advice or assistance with establishing a representative office of a foreign trader in Vietnam, please contact ADVN Law Firm for timely, accurate, and professional support.
A.D.V.N LAW OFFICE
- Address: F2&F3, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City
- Phone: 0903.693.301 – 0909.393.329
- Email: vanphongluatsuadvn@gmail.com; advnlaw@gmail.com
We are committed to accompanying you to protect your legal rights and resolve disputes most effectively.
