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Establish a representative office of foreign companies in Hanoi

The representative office performs the function of a communicate office, market research, and promotion of business investment opportunities of the traders they represent. In order to help foreign traders to facilitate legal procedures in the process of establishing representative offices of foreign companies in Hanoi, Viet An Law Firm demonstrates the necessary conditions and procedures for setting up a representative office of a foreign company in Hanoi are as follows.

Establish a representative office of foreign companies in Hanoi

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    Legal basis

    • The Law on Commercial 2005;
    • Decree 07/2016/ND-CP detailed regulations on establishment of representative offices or branches of foreign traders in Vietnam under laws on commerce;
    • Decree 99/2016/nd-cp on management and use of seals.
    • Circular No. 11/2016/TT-BCT on forms prescribed in Decree 07/2016/nd-cp on guildelines for the law on commerce in terms of representative offices and branches of foreign traders in Vietnam.

    Conditions for establishing a representative office of a foreign company in Hanoi

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

    1. The foreign company has been established and registered for business in accordance with the laws of a country that is a party to an international treaty to which Vietnam is a member or recognized by the laws of these countries;
    2. The foreign company has operated in the host country for at least 01 year from the date of establishment or registration;
    3. In case the foreign Enterprise Registration Certificate stipulates the operation term, the duration of such license must be at least 01 year from the date of filing in Vietnam;
    4. Activities of Representative Offices: market research, trade promotion in Vietnam.
    5. 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 shall be carried out. representative offices must be approved by the minister or head of the specialized management ministerial-level agency.

    To your further information on Conditions for establishing representative offices of foreign traders in Vietnam, please refer to this attached article.

    Information foreign traders need to provide to set up a representative office in Hanoi

    1. Activities of the company in foreign countries and activities of representative offices in Hanoi;
    2. The term of operation of the company in a foreign country, if it is not clearly stated on the operation license;
    3. Information about the name of the bank account, bank account number, phone number, email of the company abroad;
    4. Number of representative offices established in Vietnam;
    5. Information about the address of the representative office in Hanoi;
    6. Information about the head of the Representative Office in Hanoi.

    Documents foreign traders need to provide to Viet An Law to set up a representative office in Hanoi

    No. File name Request documents
    1 An application form for License for Establishment of the representative office Using Form MD-1 of Appendix issued with Circular 11/2016/TT-BCT;

    Signed by a competent representative of the foreign trader

    2 Copies of Enterprise Registration Certificate or Certificate of establishment of the foreign trader Certified or legalized by overseas diplomatic missions, consular offices of Vietnam; or

    Consular legalization translation under Vietnamese law

    3 A letter of appointment of the head of the representative office Notarized translation
    4 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 Notarized translation
    5 Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office Notarized translation
    6 Copies of documents on the expected 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 (Certificate of land use right, Notarized construction permit, Business registration of the lessor);
    • 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.
    Notarized copy of office lease agreement.

    A true copy of the representative office’s headquarters dossier.

    7 Authorization to engrave seal for Representative Office in Vietnam (Applicable in case the head of the representative office cannot accompany Viet An Law to conduct seal engraving procedures at Ministry of Public Security) In case the head of the office is a foreigner who signs and seals in a foreign country, there must be consular legalization and notarized translation into Vietnamese.

    The case signed in Vietnam needs to be notarized at a notary office or authorized to Viet An Law to notarize.

    Dossier of establishing a representative office of a foreign company in Hanoi

    1. An application form for the establishment of a representative office of a foreign company in Vietnam;
    2. Enterprise Registration Certificate or equivalent document of the foreign trader certified by the competent authority where the foreign company is established;
    3. The document appointing the head of the representative office of the foreign company;
    4. Audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by the competent agency or organization where the foreign trader is located. issue or certify, prove the existence and operation of foreign traders in the latest financial year;
    5. Passport or citizen ID card or identification card (if Vietnamese) or passport copy (if foreigner) of the head of the representative office;
    6. Documents on the proposed location of the representative office’s headquarters include:
      • Certified copy of office lease contract;
      • A copy of the land use right certificate of the lessor (if renting from an enterprise, it is necessary to provide a Enterprise Registration Certificate with the function of real estate business);
      • In addition, the location of the head office of the representative office of the foreign company must comply with the provisions of Vietnamese law on security, order, occupational safety and health conditions and other conditions as prescribed.

    Procedure to set up a representative office of a foreign company in Hanoi

    Step 1: Issuing a license to establish a representative office of a foreign company

    Completion time is from 07 – 10 working days;

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

    Completion time: 05 working days;

    Step 3: Register for Tax Identification Number Notification of Representative Offices of foreign companies

    Completion time: 05 -07 working days.

    Disclosure of information about representative offices of foreign companies in Hanoi

    Within 15 days from the date of grant, re-issue, adjustment, extension and revocation of the License to establish a representative office, the licensing agency shall publish on its website the following contents:

    1. Name and head office address of the representative office;
    2. Name and address of the head office of the foreign trader;
    3. The head of the representative office;
    4. Number, date of issue and term of the License to establish a representative office, the licensing agency;
    5. Operational contents of the representative office;
    6. Date of re-issuance, adjustment, extension and revocation of representative office establishment license.

    Reporting regime for representative offices of foreign companies in Hanoi

    1. Before January 30 of each year, the representative office is responsible for sending a report according to the form set by the Ministry of Industry and Trade on its activities in the previous year by post to the Department of Industry and Trade.
    2. Representative offices are obliged to report, provide documents or explain issues related to their operations at the request of competent state management agencies.

    The following procedures to establish a representative office of a foreign company in Hanoi

    1. To open a specialized payment account in foreign currency and a specialized payment account in Vietnam dong with foreign currency origin at a bank that is licensed to operate in Vietnam and may only use this account for the operation of the Representative Office;
    2. Annually, before January 30 of the following year, the Representative Office must send a written report on its activities during the year to the Department of Industry and Trade (under the form);
    3. Make a cash book to record all revenues and expenditures during the operation of the Representative Office;
    4. Apply for a work permit for foreign workers to work at the Representative Office (if any);
    5. Sign a labor contract with the chief representative and employees of the representative office;
    6. Annually, the foreign company must certify the salary and income (according to the form) for the chief representative and employees of the representative office;
    7. Pay personal income tax, insurance for the chief representative and employees of the representative office (if any). Note, when paying tax, save all tax payment declarations and tax receipts of state agencies and finalize annual income tax for the head of the representative office and employees of the representative office;
    8. Other obligations as prescribed by current law;

    Legal documents to be kept during the operation of the representative office of foreign companies in Hanoi

    1. License to operate;
    2. Graving seal;
    3. Notify the representative office’s tax identification number;
    4. Documents and documents as mentioned above.

    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 in Hanoi;
    • Drafting documents to establish a representative office of foreign companies in Hanoi 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 in Hanoi
    • Register for issuance of seal and seal sample certificate to the representative office of foreign companies in Hanoi;
    • Register and complete the procedures for granting Tax Identification Number Notification to the Representative Office of foreign companies in Hanoi;
    • Consulting on the following procedures to establish a representative office of a foreign company in Hanoi;
    • 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 in Hanoi.

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