Establish a representative office of a foreign bank in Vietnam

Establishing a representative office of a foreign bank in Vietnam opens up new avenues for international financial collaboration. This strategic enables foreign banks to establish a local presence, fostering closer ties with Vietnamese businesses and offering tailored financial services. Viet An Law hereby this article will introduce Clients the basic procedure and related conditions on establishing a representative office of a foreign bank in Vietnam.

Legal basis

• Circular 40/2011/TT-NHNN providing for the issuance of license and the organization, operation of commercial banks, foreign bank’s branches, representative offices of foreign credit institutions, other foreign organizations having banking activities in Vietnam (as amended and supplemented from time to time);

Conditions for establishing a representative office of a foreign bank in Vietnam

A foreign bank may only be granted a Certificate of Operation of a Representative Office in Vietnam when satisfying all following conditions:

1. Foreign credit institutions, other foreign organizations having banking activities are legal entities permitted to conduct banking activities in foreign countries;
2. Regulations of the law of the country where the foreign credit institution, other foreign organization having banking activities is headquartered, allow these organization to set up a representative office in Vietnam.
3. The head of a representative office has full capacity for civil liability in accordance with Vietnamese law, is not prohibited from managing an enterprise under the Law on Enterprises, and is not concurrently the General Director (Director) of foreign bank branches in Vietnam.

In addition to satisfying the requirements of specialized laws, foreign banks need to refer to the general conditions for establishing a representative office of a foreign company in article Conditions for establishing representative offices of foreign traders in Vietnam.

Dossier to establish a representative office of a foreign bank in Vietnam

1. An application for an establishment License of a representative office, which is signed by the legal representative of the foreign credit institution, other foreign organization having banking activity.
2. A copy of the operation license or similar document granted by the competent agency of the native country to the foreign credit institution, other foreign organization having banking activities.
3. Written documents of the competent agency of the country of origin providing information on the compliance with applicable laws by the foreign credit institution, other foreign organization having banking activities.
4. Written documents of the competent agency of the country of origin allowing the foreign credit institution, other organization having banking activities to establish a representative office in Vietnam; in case where the native country’s laws do not require such permission documents, there must be evidence for this.
5. A report on the process of establishment, operation of the credit institution, other foreign organization having banking activities as of the submission of the application file for a License and the development orientation of the foreign credit institutions, other foreign organization having banking activities in Vietnam.
6. Audited financial statements of the year preceding the year of applying for a License of the foreign credit institution, other organization having banking activities.
7. Curriculum vitae of the expected Chief of the representative office as prescribed, with confirmation of the foreign credit institution, other foreign organization having banking activities, criminal record (or equivalent document) in accordance with provisions of applicable law; copies of qualifications, certificates demonstrating the ability, professional level of the expected Chief of the representative office in Vietnam.
8. Documentations for the legal use right (may be in the future) of the representative office.

Note: Documents issued by foreign agencies in foreign languages ​​must be consular legalized and translated into Vietnamese and notarized in accordance with Vietnamese law.

Disclosure of information about representative offices of foreign banks in Vietnam

A representative office of a foreign credit institution must publish it on the media of the State Bank and on a daily newspaper in three consecutive issues or a Vietnamese electronic newspaper at least 30 days before the date of publication. The following information is expected to open:

1. Name and address of the head office of the credit institution, foreign bank branch, representative office of the foreign credit institution, or other foreign organization engaged in banking activities;
2. License number and date, Business registration certificate, Operation registration certificate and permitted business activities;
3. Charter capital or allocated capital;
4. The legal representative of the credit institution, the General Director (Director) of the foreign bank’s branch, the head of the representative office of the foreign credit institution, and other foreign organizations engaged in banking activities;
5. List and corresponding capital contribution ratio of founding shareholders or capital contributors or owners of the credit institution;
6. Expected opening date.

Service of setting up a representative office of a foreign company in Hanoi by Viet An Law

• Pre-establishment consultancy on issues related to the establishment of a representative office of foreign companies;
• Drafting documents to establish a representative office of foreign companies in accordance with the requirements of the Client and the provisions of the law;
• Apply for a license to establish a representative office of a foreign company;
• Register for issuance of seal and seal sample certificate to the representative office of foreign companies;
• Register and complete the procedures for granting Tax Identification Number Notification to the Representative Office of foreign companies;
• Consulting on the following procedures to establish a representative office of a foreign company;
• Declare the personnel and labor procedures of the representative office of the foreign company in Hanoi with the Department of Industry and Trade, the social insurance agency;
• Consulting on legal procedures, representing the representative office to finalize personal income tax for employees working at the representative office.