Representative office establishment in Vietnam

Operational limitations.

Under Vietnamese law, a representative office (RO) is permitted to:

• Undertake market research

• Act as a liaison office

• Promote business investment opportunities

It should be noted that changes in March 2016 removed the ability for Vietnam ROs to “monitor and promote the performance of contracts signed with Vietnamese partners or those relating to the Vietnamese market on behalf of its foreign parent”. The effect of the above is that ROs are not permitted to engage in commercial activities or support their parent entity with their commercial activities in Vietnam.

However, ROs have the right to employ staff to undertake its plans, including foreign individuals, subject to the foreign individuals obtaining appropriate work permits, and to open bank accounts in Vietnam.

Essential registration services.

• Registration

  We will prepare and file the documents and complete your representative office registration with the relevant authorities.

• Lease assistance

  We will review your lease agreement, liaise with your lessor to discuss and obtain the lease documents, and arrange for you to sign the lease agreement.

• Bank account opening

  We will assist the company with the process of opening bank accounts (covering Capital and Current accounts). The specific bank where the accounts is opened will be discussed and agreed with the company upon commencement.

• Acting legal representative & corporate governance

  We act as the resident legal representative or chief representative. Our role includes acting as gatekeepers, maintaining the check and balance on the company’s management, with a view to safeguarding the interest of the company and protecting the interests of the shareholders. This service is often combined with our corporate secretarial services for the full corporate services support.

Three steps to set up your new representative office

1. Document preparation

Up to three weeks

Key documents to arrange:

1. Lease agreement: Each applicant must have a lease (or pre-lease) agreement for where their RO will be registered.

2. Legal identification: Chief Representative’s legalised passport/notarised ID card.

3. Parent company documentation: Each foreign trader will need to have appropriate documents, including legalised incorporation documents, such as Business Registration Certificate/Certificate of Incorporation, Bizfile, and the legalised audited financial statements/tax confirmation.

2. Registration of representative office certificate

Up to four weeks

The application is lodged with the Department of Industry & Trade or the Management Boards of industrial parks or other special zones where the address of the representative office is located.

3. Post-licensing registrations

Up to four weeks

After obtaining the Certificate of Establishment of a Representative Office, several post-licensing procedures must be completed, which are:

• Stamp/seal

• Tax code registration, to be completed within 10 days from the date of issuance of the Certificate of Establishment

• Bank account opening

• Labour registration, upon having employees