Establishing a foreign representative office in Vietnam is a popular option for investors to explore the market. This document outlines the required documents and costs associated with the process.
Establishing a foreign representative office in Vietnam is a popular option for investors to explore the market. This document outlines the required documents and costs associated with the process.
1. Conditions for Licensing
Compared to establishing a business, opening a representative office allows foreign companies to save time and costs while maintaining legal operations in Vietnam. According to Article 7 of Decree 07/2016/ND-CP, a foreign company can be granted a representative office license if it meets the following conditions:
• The company is established and registered according to the laws of a country or territory that is a member of an international treaty to which Vietnam is a signatory or is recognized by the applicable foreign law;
• The company has been in operation for at least one year from the date of registration/incorporation;
• The remaining operational term of the foreign company must be at least one year from the date of application submission;
• The office's intended activities must align with Vietnam's commitments in international treaties.
Note: A foreign company cannot establish more than one representative office with the same name within a province or centrally governed city (Clause 2, Article 3, Decree 07/2016/ND-CP).
2. Procedure Steps
The licensing process is regulated under Article 11 of Decree 07/2016/ND-CP, as follows:
Step 1: Submit the Application
• Receiving Authorities:
o If the office is to be located in an industrial park, export-processing zone, economic zone, or high-tech zone: the management board of the respective area;
o If the office is outside these zones: the Department of Industry and Trade of the province/city.
• Submission Methods:
o Direct submission, online submission, or via postal service.
Step 2: Processing and Issuing the License
• If the application is incomplete/invalid, within 03 working days from the date of receipt, the licensing authority will issue a notice requesting additional documents. Supplementation is allowed only once during the process.
• Within 07 working days from the date of receiving a complete application, the authority will either issue or refuse the representative office license, with written reasons provided in case of refusal.
Special Cases: If the case falls under Clause 5, Article 7 of Decree 07/2016/ND-CP, the licensing authority must seek written opinions from the relevant specialized management ministry within 03 working days.
The ministry will issue its decision within 05 working days, and the licensing authority will decide within 05 working days after receiving the ministry's opinion.
3. Application Dossier
According to Article 10 of Decree 07/2016/ND-CP, the application dossier includes:
• Application form (Form MD-1 issued under Circular 11/2016/TT-BCT);
• Certified copy of the business registration certificate or equivalent document (legalized);
• Appointment letter for the head of the representative office (translated into Vietnamese and certified);
• One of the following financial proof documents for the most recent fiscal year:
o Audited financial report;
o Tax/financial compliance confirmation;
o Equivalent documents.
• Personal identification of the representative office head:
o If Vietnamese: certified copy of ID card/Citizen ID/Passport;
o If foreigner: certified Vietnamese translation of passport.
• Documents related to the proposed office location:
o Memorandum of Understanding (MOU)/lease agreement or other proof of legal rights to use the office location;
o Certified copies of location-related documents.
• Power of attorney and a certified copy of the applicant's ID.
4. Administrative Fees
According to Articles 4 and 5 of Circular 143/2016/TT-BTC, the fee for establishing a new foreign representative office in Vietnam is VND 3 million per license, payable in Vietnamese Dong. All fees paid by the company will be remitted to the state budget.
The above outlines the procedures for establishing a foreign representative office in Vietnam under current regulations. If you require professional assistance, please contact ADVN Law for further consultation and support.
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