Establishment of representative office for foreign enterprises in Vietnam

Lawyer Trinh Thi Khanh Ly - Everest Law Firm - Hotline: 1900.6198

Conditions for establishing a representative office of a foreign enterprise in Vietnam:

Foreign enterprises have been established and registered under the laws of the countries participating in international treaties to which Vietnam is a member or recognized by the laws of the countries of this country;

Foreign enterprises have been operating in their home countries for at least 1 year from the date of establishment or registration;

In cases where the foreign business registration certificate provides the term of operation, the term of such license must be at least 01 year counting from the date of filing the dossier in Vietnam;

Operation contents of representative office: market research, trade promotion in Vietnam.

In case the content of operations of a Representative Office is inconsistent with the commitment of Vietnam or a foreign trader outside the country or territory participating in an international treaty of which Vietnam is a member, the establishment of the Office Representative offices must be approved by ministers or heads of ministerial-level specialized agencies (below collectively referred to as ministers of specialized management).

Documents for establishing representative offices of foreign enterprises in Vietnam:

(1) An application for setting up a representative office of a foreign enterprise in Vietnam;

(2) Copy of Business Registration Certificate or equivalent document of foreign trader;

(3) Documents appointing the head of representative office of foreign enterprise;

(4) Notarized translation of audited financial statement or document certifying the situation of tax or financial obligations in the latest fiscal year or equivalent document issued by a competent agency or organization. the right where the foreign trader establishes or certifies, proves the existence and operation of a foreign business in the latest fiscal year;

(5) Certified translation of passport or identity card or citizen identity card (if Vietnamese) or copy of passport (if foreign) of the head of the Representative Office;

(6) Documents about the location where the Representative Office is to be headquartered, including:

• Certified copy office lease contract;
• A notarized copy of the lessor's land use right certificate (if the enterprise needs to provide additional business registration certificate with the function of real estate business);
• The location of the head office of a representative office of a foreign enterprise must be consistent with the provisions of Vietnamese law on security, order, labor safety and other conditions as prescribed. under the law

Note:

• Documents (2), (3), (4), (5) must be translated into Vietnamese and authenticated in accordance with Vietnamese law.
• Document No. (2) must be certified or legalized by a diplomatic mission or consulate of Vietnam abroad in accordance with Vietnamese law.
• All documents of the license for setting up a representative office are signed and sealed by the parent company. In case the parent company in foreign countries has no mark, the whole dossier must be consular legalized.

Steps to establish foreign business representative office in Vietnam

Granting licenses for setting up representative offices of foreign enterprises:

Duration: 07 - 10 working days;

Submit application directly or by post or online to the Department of Industry and Trade where the representative office is expected to be located.

Within 03 working days from the date of receiving the dossier, the Department of Industry and Trade checks and requests for supplementation if the dossier is not complete and valid. Requests for supplementation of records may be made at most once during the application process.

Within 7 working days after receiving a complete and valid dossier, the provincial-level Industry and Trade Department shall grant or not grant a license to set up a representative office for a foreign trader. In case of refusal to license, there must be a document clearly stating the reason.

Carving round seals and registering seal samples

Duration: 03 working days;

Representative offices must send notices to the Business Registration Offices where they are headquartered to post notices of seal samples on the National Business Registration Portal. The contents of the notice include:

- Name, code, address of the representative office.

- Number of seals, seal samples and effective time of seal samples.

Sign up for a Tax Code Notification of Representative Office of a foreign enterprise

Duration: 05 -07 working days.

Records include:

- Tax registration declaration

- A notarized copy of the license for setting up an office area

- List of documents for granting tax code

Submit to the tax office where the enterprise's head office is located.

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