Dossiers to establish a representative offices of a foreign traders in Vietnam

Representative offices of foreign traders in Vietnam are dependent units of foreign traders, established in accordance with Vietnamese law to study the market and carry out a number of trade promotion activities which are permitted by Vietnamese law. To establish a representative office, a foreign trader needs to prepare a set of documents in accordance with relevant Vietnamese laws as represented in this article.

Legal basis

• The Law on Commercial 2005;
• Decree 07/2016/ND-CP dated January 25, 2016
• Circular 11/2016/TT-BCT dated 05/07/2016

Right to establish representative offices of foreign traders in Vietnam

• Foreign traders may establish their representative offices in Vietnam according to Vietnam’s commitments in international treaties in which Vietnam is a contracting party.
• A foreign trader may not establish more than one representative office with the same name within a province or centrally run city.

Conditions for granting a representative office establishment license

Foreign traders are granted a License to establish a representative office when satisfying all following conditions:

• Foreign traders are established and register their business in accordance with the laws of countries, territories participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories;
• Foreign traders have operated for at least 01 year from the date of establishment or registration;
• In case the Enterprise Registration Certification or equivalent document of the foreign trader has the term of operation, such time limit must be at least 01 year from the date of application submission;
• The operation contents of the Representative Office must be suitable with Vietnam’s commitments in international treaties to which Vietnam is a signatory;
• In case the operation contents of the representative office do not conform to the commitments of Vietnam or the foreign trader is not a member of a country or territory participating in an international treaty to which Vietnam is a contracting party, the establishment of a representative office must be approved by the minister, HHead of the specialized management ministerial-level agency.

Term of License for Establishment of Representative Office

The license for establishment of a representative office of a foreign trader is valid for 5 years but must not exceed the remaining term of the Enterprise Registration Certification or equivalent document of the foreign trader in the case of this document has a time limit.

The term of the License for Establishment of a Re-issued Representative Office is equal to the term of the License previously issued, which is still required to meet the above term condition.

The term of a representative office establishment license may be renewed once every five years but must not exceed the remaining term of the Enterprise Registration Certification or equivalent document in case such this document has a time limit.

Dossier for granting of License for establishment of representative office

Profile 01 set includes:

• An application form for License for Establishment of the representative office using Form MD-1 of Appendix issued with Circular 11/2016/TT-BCT and signed by a competent representative of the foreign trader;
• Copies of the Certificate of Business Registration or equivalent documents of the foreign trader. This document must be certified or consular legalized by a diplomatic mission or consular office of Vietnam abroad in accordance with Vietnamese law;
• 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;;
• Copies of documents on the proposed location of the representative office’s head office including:
  • Copies of memorandum of understanding (MOU) 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, which (i) satisfies requirements for security, occupational hygiene and safety and others stipulated in laws of Vietnam and (ii) not lend or sublet their offices.

Some notes when preparing documents to establish a representative office

When preparing the application for the establishment of a representative office of a foreign trader, it is necessary to pay attention to the following contents:

• The document must show the field of operation of the foreign trader operating in the host country
• The following documents must be translated into Vietnamese and certified in accordance with Vietnamese law:
  • The letter of appointment of the head of the representative office;
  • A copy of the audited financial statement or a written certification of the fulfillment of tax or financial obligations in the latest fiscal year or an equivalent document issued by a competent agency or organization where the trader is located establish or certify, prove the existence and operation of foreign traders in the latest fiscal year;
  • Copy of passport (if a foreigner) of the head of the representative office;

Services of Viet An Law regarding the establishment of representative offices of foreign traders in Vietnam

• Pre-establishment advice on issues related to the establishment of Representative Office;
• Editing documents for establishment of a representative office in accordance with the requirements of the Client and the provisions of the law;
• On behalf of the client, contact the competent authority to apply for a license to establish a representative office;
• Consulting, preparing documents and on behalf of clients conduct seal engraving procedures at competent state agencies;
• Consulting, preparing documents and on behalf of clients carry out registration procedures for tax identification numbers for representative offices at competent state agencies;
• Consulting procedures to be carried out after being granted the License to establish a representative office.