According to the provisions of the Enterprise Law, foreign-invested companies established in Vietnam (FDI companies) are Vietnamese legal entities. Therefore, the procedures for establishing a representative office of a foreign-invested company are applied the same way as a Vietnamese-owned company.
The representative office of a foreign-invested company established in Vietnam (FDI company) is a dependent unit of the company, having the task of representing under authorization for the common interests of the company and ensuring the safety of the company. protect those interests. Thus, representative office is not allowed to conduct business activities, only to perform the function of transaction and trade promotion for the parent company.
The documents and procedures for establishing a representative office of a foreign-invested company are as follows:
Dossier and instructions for signing the application for the establishment of a representative office of a foreign-invested company:
| No. | File name | Quantity | Note |
| 1. | Letter of introduction | 3 | The representative person signs and stamps the part of the name |
| 2. | Power of Attorney | 3 | The representative person signs and stamps the name and border |
| 3. | Minutes on establishment of representative office (For joint stock companies and limited liability companies with 2 or more members) | 3 | Chairman, Secretary sign and stamp, countersignature |
| 4. | Decision to establish representative office | 3 | Chairman’s signature, stamp, countersignature |
| 5. | Notice of establishment of representative office | 3 | Chairman’s signature, stamp, countersignature |
| 6. | Advisory contract | 2 | Chairman’s signature, stamp, countersignature |
| 7. | Decision to appoint the Chief of the Representative Office | 3 | General director’s signature, stamp, countersignature |
| 8. | Enterprise Registration Certificate of the parent company | 01 notarized copy | |
| 9. | Valid Citizen ID card/ identification card /Passport of the Chief of the representative office | 01 notarized copy |
The time to complete the procedures for establishing a representative office of a foreign-invested company is from 4 to 6 days, including the seal engraving procedure.
Enterprise registration agency – Department of Planning and Investment where the representative office is located
Licensing tax
A representative office is a dependent unit of an enterprise, which has function of representing by authorization for the interests of the enterprise and protecting those interests.
License fee payers are organizations or individuals engaged in production and business activities of goods and services, except for the case specified in Article 3 of this Decree, including :
…
Based on the above provisions, representative offices that carry out activities such as representation, marketing, and market research without production or business activities are not required to pay license tax.
Personal income tax
Representative offices are responsible for withholding, declaring and paying personal income tax on income from wages and salaries of representative office employees as prescribed in Articles 24 and 25 of Circular No. 111/2013/TT-BTC dated August 15, 2013 of the Ministry of Finance guiding the implementation of the Law on Personal Income Tax, the Law amending and supplementing a number of articles of the Law on Personal Income Tax and Decree No. 65/2013/ND-CP; procedures and dossiers for declaration and payment of personal income tax shall comply with the guidance in Article 16 of the Circular No. 156/2013/TT-BTC dated November 6, 2013 of the Ministry of Finance guiding the implementation of a number of articles of Law on Tax Administration and Decree No. 83/2013/ND-CP.
About the use and issuance of invoices
Hanging the sign at the head office and representative office
Hanging signs at representative offices. The signboard has the following information: Name of representative office, head office address, phone number, governing body.
Change of representative office
If there are any changes related to the operation and the content shown on the representative office operation certificate, the procedures for change must be carried out in accordance with the law and submitted to the Enterprise Registration Agency – Department of Planning and Investment.
For further information, please refer to the article Declare representative office expenses in Vietnam of Viet An Law.
During the operation of the business, it is inevitable that concerns and problems arise related to legal procedures. Please contact Viet An law firm for advice and related services!
