Hong Bang Law Firm is a company with nearly 10 years of experience of consulting in foreign investment areas. We have supported a number of foreign investors in establishing companies or branches or representative offices of a foreign company to carry out investment and business activities in Vietnam.

The establishment of a representative office in a foreign country is one of the most effective methods of market expansion. Many traders have chosen this method when they want to develop their business in foreign countries.

Therefore, Hong Bang Law Firm would like to share with you some essential information about the procedures to establish a Representative Office in Vietnam. 

Legal basis

• Commercial Law 2005;
• Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam;
• Circular No. 11/2016/TT-BTC guiding Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam.

Requirements

The representative office of a foreign trader is a dependent unit and has no business function other than the function of a liaison office, market research, and promotion of business investment opportunities of foreign traders that the office represents.

Requirement for being issued Establishment of Representative Office in Vietnam includes: 

• The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
• The foreign trader has come into operation for at least 01 year from the date of establishment or registration;
• The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;
• The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;
• Where 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 ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.

Procedures 

Step 1: Submit your application

Foreign traders submit dossiers to the Ministry of Industry and Trade.

Step 2: Receive and process the application

Within 03 working days from the date of receipt of the application, , the licensing agency shall examine and request additional documents if the application is incomplete or invalid. The request for additional records is made at most once during the processing of the application.

Within 07 working days from the date of receipt of complete and valid dossiers, the licensing agency shall grant or refuse to grant a license to establish a representative office for the foreign trader. In case of refusal, there must be a written explanation clearly stating the reason. 

In case a representative office fails to meet all the requirements above and the establishment of a representative office has not been specified in specialized legal documents, the licensing agency shall send a written request to the Ministry of Industry and Trade for opinions. 

Within 05 working days from the date of receipt of the written request for opinions from the licensing agency, the Ministries of specialized management shall issue a written statement stating their agreement or disagreement with the licensing or establishment of a representative office. 

Within 5 working days from the date of receipt of the opinion of the specialized management ministry, the licensing agency shall grant or refuse to grant a license to establish a representative office for the foreign trader. In case of refusal, an official explanation must be stated.

Step 3: Receiving the result

Receiving the results, then perform other necessary procedures: Creating representative office’s seal and Issuing and notifying Representative office s’ tax code

Dossiers

The dossier applying for Establishment of a representative office in Vietnam includes:

• An application form for License for Establishment of the representative office using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.
• Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;
• A letter of appointment of the head of the representative office;
• Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;
• Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;
• Documents on the expected location of the representative office including:

• Copies of memorandum of understanding or leasing agreements or documents as proof of the right to use a location as the representative office;
• Copies of documents on the expected location of the representative office in accordance with provisions of locations of representative offices hereof and related laws.

Note: All dossiers establishing representative offices must have the signature and seal’s mark  of the holding company. In case the holding company does not have a seal, all dossiers must be legalized by an overseas diplomatic mission. Documents need to be translated, notarized and certified or legalized by overseas diplomatic missions. Hong Bang Laws will support the clients with these requirements. 

Services provided by Hong Bang Law Firm

When foreign investors first come to Vietnam, there will be many difficulties about the legal procedures and business methods. Understanding this issue, the team of lawyers and consultants of Hong Bang Law are not only equipped with highly specialized knowledge of policies, legal regulations and investment environment in Vietnam, but also have good foreign language skills when advising clients.

Hong Bang Law Firm will accompany customers from the first stage, with consulting support services such as:

• Consulting the requirements for establishing a representative office of a foreign company in Vietnam;
• Consulting procedures for establishing representative offices of foreign companies in Vietnam according to the provisions of law;
• Guiding clients to prepare necessary documents to establish a representative office of foreign companies in Vietnam;
• Consulting on legal issues arising when the Representative Office comes into operation. 

In addition, Hong Bang Law Firm will prepare all documents and conduct all relevant legal procedures for the Clients:

• Prepare complete dossiers, carry out consular legalization of documents in accordance with the law.
• Prepare documents for the establishment of a representative office of a foreign company in Vietnam for customers;
• Representing the client to submit the application for registration of the establishment of a representative office of a foreign company in Vietnam;
• Continuously update and monitor information about the application, solve all problems during the procedure;
• Receiving an operation registration certificate for customers;
• Creating seals for representative offices and Issuing and notifying Representative office s’ tax code  

If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

Wishing you and your family good health, peace and success!

Best regards!