Establishing a Foreign Bank’s Representative Office in Vietnam

In the context of increasingly deep international economic integration, foreign banks seeking opportunities to expand their operations in Vietnam have become an inevitable trend. One of the popular forms for foreign banks to penetrate the Vietnamese market is to establish a representative office of a foreign bank in Vietnam. Representative offices not only help foreign banks access potential markets but also play a bridging role in market research, brand promotion, and business support activities. However, to establish a representative office, foreign banks need to strictly comply with Vietnamese laws, especially those effective from July 1, 2025. Viet An Law is proud to provide a comprehensive overview of the conditions, documents, and procedures for establishing a foreign bank’s representative office in Vietnam to support organizations in implementing this process effectively.

Criteria for establishing a foreign bank’s representative office in Vietnam

Foreign banks must meet specific conditions as prescribed in Article 132 of the Law on Credit Institutions and related guiding documents. Specifically, the conditions include:

• Foreign banks must be licensed to operate banking in the host country: The bank must have a valid operating license from the financial regulatory authority of the country where the bank is headquartered. This license must be issued by the competent authority and be valid at the time of application.
• Minimum period of operation: Foreign banks must have at least 5 years of continuous operation from the date of licensing in the host country. This is to ensure that the bank has experience and a reputation in the banking and finance sector.
• Financial capacity: The bank needs to prove that it has a healthy financial situation and has not suffered continuous losses in the last 3 years before submitting the application. An independently audited financial report is one of the required documents to prove this condition.
• Management and administration: Foreign banks must have an effective risk management and administration system, complying with the laws of both Vietnam and the host country. Members of the Board of Directors or Executive Board must not have a criminal record related to violations of the law in the financial and banking sector.
• Compliance with the law: The bank must not seriously violate the laws of the host country or in Vietnam (if it has previously operated). In addition, the bank must commit to complying with the regulations on anti-money laundering and anti-terrorism financing under Vietnamese law.

These conditions aim to ensure that foreign banks have sufficient capacity to operate in Vietnam, while protecting the interests of stakeholders in the financial system.

Dossier for the establishment of a representative office

Foreign banks need to prepare a complete and valid set of documents as prescribed in Article 10 of Circular 32/2024/TT-NHNN, amended by Circular 08/2025/TT-NHNN. The documents include the following:

Application for the establishment of a representative office

This document must be prepared according to the form prescribed by the State Bank of Vietnam, clearly stating information about the foreign bank, the purpose of establishing the representative office, and a commitment to comply with Vietnamese law.

Resolution or decision of the Board of Directors/Board of Members

This document represents the consent of the highest management body of the foreign bank on the establishment of a representative office of the foreign bank in Vietnam. The resolution must be signed by an authorized person and has legal value according to the regulations of the host country.

Project to establish a representative office

The project needs to present the following details:

• Name and proposed address of the representative office in Vietnam.
• Reasons and purposes for establishing the representative office.
• Organizational structure of the representative office, including information about the head and expected staff.
• Operational plan, including specific activities that the representative office will carry out (e.g., market research, trade promotion, customer support).

Documents proving eligibility

• Consular legalized copy of the bank’s operating license in the host country.
• Audited financial statements for the last 3 years.
• Confirmation from the host country’s regulatory authority that the bank has not committed any serious violations of the law.
• Personnel file of the head of the representative office, including criminal record and relevant professional certificates.

Other documents

Depending on the specific requirements of the State Bank, foreign banks may need to provide additional documents to prove the legality and completeness of the dossier.

Note: All foreign documents must be consular legalized and translated into Vietnamese by a competent translation agency. Preparing complete and accurate documents is the key to ensuring a smooth review process.

Procedures for establishing a foreign bank’s representative office in Vietnam

The procedures for establishing a foreign bank’s representative office in Vietnam are carried out in the following specific steps:

• Submitting dossiers: Foreign banks submit dossiers for establishing representative offices to the State Bank of Vietnam. Dossiers can be submitted directly at the State Bank’s headquarters or via the online system (if available).
• Receiving and checking dossiers: The State Bank will check the completeness and validity of the dossiers. In case the documents are incomplete, the State Bank will notify in writing for the foreign bank to supplement within the prescribed time limit (usually 30 days).
• Consultation with relevant agencies: If necessary, the State Bank will consult with other regulatory agencies, such as the Ministry of Public Security or the Ministry of Finance, to ensure that the establishment of a representative office does not violate relevant regulations.
• Decision to approve or disapprove: Within 45 days from the date of receiving a complete and valid application, the State Bank will issue a document approving or refusing to grant a license. The refusal document will clearly state the specific reasons.
• Inauguration and Reporting: After approval, the foreign bank shall proceed to open the representative office. At least 07 working days before the opening date, the bank shall report to the State Bank branch in the locality where the representative office is located.

This process requires close coordination between foreign banks and regulatory agencies in Vietnam, and requires accuracy in preparing and submitting dossiers.

Important notes when establishing a representative office

When opening a representative office of a foreign bank in Vietnam, banks need to pay attention to the following issues:

• Compliance with operating regulations: Representative offices are not allowed to conduct business activities that generate direct profits, such as providing banking or lending services. The main roles of representative offices are market research, trade promotion, and customer support.
• Term of operation: The license to establish a representative office is usually valid for 5 years and can be renewed if the prescribed conditions are met.
• Periodic reports: Representative offices must submit periodic activity reports to the State Bank as prescribed in Circular 32/2024/TT-NHNN.
• Personnel management: The head of the representative office must meet the standards of professional qualifications, experience, and have no criminal record.

Failure to comply with these regulations may result in license revocation or other administrative penalties.

Legal support services of Viet An Law

Viet An Law, with over 15 years of experience in the field of corporate legal consulting and foreign investment, is proud to provide comprehensive support services to foreign banks. Our services include:

• Legal condition consultation: Analyze and provide detailed instructions on the conditions that must be met to establish a representative office.
• Drafting and checking dossiers: Support in preparing complete and accurate dossiers, ensuring compliance with current legal regulations.
• Representative working with state agencies: Submit documents on behalf of clients, work with the State Bank and relevant agencies to speed up the approval process.
• Post-licensing support: Advice on the legal obligations of the representative office after its establishment, including periodic reporting and license renewal.

With a team of experienced lawyers and experts, Viet An Law is committed to providing optimal legal solutions, helping foreign banks easily establish a presence in Vietnam.

Contact Viet An Law immediately for specific and detailed advice on the process of establishing a foreign bank’s representative office in Vietnam!