Set up a representative office of foreign trader in Vietnam

Foreign trader means a trader established or registered for business in accordance with the provisions of foreign law or recognized by foreign law. Representative offices of foreign traders in Vietnam are dependent units of foreign traders, established in accordance with Vietnamese law to explore the market and carry out a number of trade promotion activities permitted by Vietnamese law. However, in order to set up a representative office in Vietnam, foreign traders need to satisfy the conditions prescribed by Vietnamese law and international treaties. In this article, Viet An Law has some legal opinions on setting up a representative office of foreign trader as follows:

Legal basis

• 2005 Commercial Law
• Decree 07/2016/ND-CP dated 25/01/2016
• Circular No. 11/2016/TT-BCT dated 05/07/2016

Conditions for setting up a representative office of foreign trader in Vietnam

Foreign traders may only issue operation certificates of representative offices in Vietnam when fully meeting the following conditions:

• Foreign traders are established and registered for business in accordance with the laws of countries or territories acceding to treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories;
• Foreign traders that have operated for at least 01 year from the date of establishment or registration;
• Where the business registration certificate or a document of equivalent value of a foreign trader stipulates the operation term, such term must be at least 01 year from the date of submission of the application;
• The operation contents of representative offices must be consistent with Vietnam’s commitments in treaties to which Vietnam is a contracting party;
• In case the operation contents of the representative office are inconsistent with the commitments of Vietnam or foreign traders not belonging to countries or territories acceding to treaties to which Vietnam is a contracting party, the establishment of a representative office must be approved by the Minister, Heads of ministerial-level agencies for specialized management (hereinafter collectively referred to as ministers

Steps to set up representative office of foreign trader in Vietnam

In order to be set up and put into operation, foreign traders need to carry out the following steps:

Step 1: Issuance of a license for setting up of a representative office of foreign traders

Investors need to prepare 01 set of license application documents as follows:

Dossier 01 set includes:

• An application for a license to set up a representative office;
• A copy of the business registration certificate or a document of equivalent value of the foreign trader;
• Documents of foreign traders appointing/appointing heads of representative offices;
• A copy of the audited financial statements or a written confirmation of the performance of tax or financial obligations in the most recent fiscal year or a document of equivalent value issued or certified by the competent agency or organization where the foreign trader is established, prove the existence and operation of foreign traders in the latest financial year;
• A copy of the passport or identity card or citizen identification card (if a Vietnamese) or a copy of the passport (if a foreigner) of the head of the representative office;
• Documents on the proposed location of the representative office include:
• A copy of the memorandum of understanding or agreement on site lease or a copy of documents proving that the trader has the right to exploit and use the location of the representative office;
• A copy of documents on the proposed location of the representative office in accordance with the provisions of Vietnamese law on security, order, occupational safety and health and other conditions as prescribed by law.

Note: All dossiers of license for establishment of representative offices shall be signed and stamped by the parent company.

Completion deadline is from 07 – 10 working days;

Step 2: Engrave the circular seal and register the seal sample of the representative office of foreign traders

The seal engraving procedure shall be carried out at the Administrative Management Office for Social Order and Safety of the Police of the province/city where the head office of the representative office is located.

The stamped dossier includes:

• Certified copy of the license for establishment of a representative office;
• Certified copy of ID card/Passport of the head of the representative office;
• Power of attorney for Viet An Law to carry out the procedure on its behalf. The power of attorney must be certified or consular legalized by diplomatic missions and consular offices of Vietnam abroad in accordance with the provisions of Vietnamese law.

Completion deadline: 05 working days.

Step 3: Register for issuance of tax identification number for representative offices of foreign traders in Vietnam.

A dossier of tax code issuance to a representative office must be submitted to the tax authority within 10 days from the date of issuance of the Certificate of establishment of a representative office.

A dossier of application for a tax code includes:

• Tax registration declaration
• Certified copy of the license for establishment of a representative office
• Power of attorney for Viet An Law to carry out the procedure on its behalf.

Time limit for issuance of tax code: 05 – 07 working days from the date the tax authority receives a complete and valid dossier.

Cases of non-licensing of the set up of representative offices in Vietnam

Agencies issuing licenses for setting up of representative offices of foreign traders in Vietnam shall not grant licenses for establishment of representative offices of foreign traders in Vietnam in the following cases:

• Failing to satisfy one of the conditions for granting a representative office establishment license as mentioned above.
• Foreign traders shall apply for a license to establish a representative office within 02 years from the date of revocation of the license for establishment of a representative office in Vietnam.
• The establishment of representative offices shall be restricted in accordance with law for reasons of national defense, security, social order and safety, social morality and public health.
• Other cases as prescribed by law.

Service of setting up a representative office of foreign traders in Vietnam of Viet An Law Firm

• Pre-establishment consultancy on issues related to the establishment of representative offices of foreign traders in Vietnam;
• Drafting dossiers of establishment of representative offices of foreign traders in Vietnam in accordance with the requirements of customers and the provisions of law;
• Applying for a license to set up a representative office of foreign traders in Vietnam;
• Registering issuance of seals and certificates of seal samples to representative offices of foreign traders in Vietnam;
• Registering and complete procedures for issuance of tax codes to foreign traders’ representative offices in Vietnam;
• Advising on the following procedures for establishing representative offices of foreign traders in Vietnam;
• Register personnel working at offices representing competent management agencies, social insurance agencies;

Advising on legal procedures, representing representative offices for tax registration, tax declaration, personal income tax finalization for employees working at representative offices.