[UPDATED on 20-01-2022 by Miss Hồ Thị Thúy Hằng Legal Advisor at PCA Company Services]

1.  Establishment of Representative Office

1.  Procedures for the establishment of representative office (RO)

•  Conditions for the grant of Representative 0ffice establishment licenses 

 Pursuant to Article 7 of Decree 07/2016/ND-CP regulating the conditions for foreign company to be granted a license to establish a RO include:

•  Foreign company established and registered for business under the laws of countries or territories participating in international treaties to which Vietnam is a member or recognized by the laws of these countries or territories. (1)

•  Foreign company have been operating for at least 01 year from the date of establishment or registration (2)

•  In cases where a business registration certificate or a paper of equivalent value of a foreign company provides for an operation duration, that time limit must be at least 1 year counting from the date of dossier submission (3)

•  Contents of the activities of RO must conform with Vietnam’s commitments in international treaties to which Vietnam is a member (4)

•  If the conditions are not specified in (1) and (4), the establishment of a RO must be approved by the Minister, Head of the ministerial agency in charge of the line.

•  Prepare the application

•  An application for a RO establishment license, signed by a competent representative of the foreign company;

•  Consular legalization and notarized translation of Business Registration Certificate or equivalent document of foreign company;

•  Document of the foreign company nominating/appointing the head of the Representative Office;

•  Notarized translation of audited financial statements or documents certifying the performance of tax or financial obligations in the latest fiscal year or documents of equivalent value issued by competent agencies or organizations where the foreign company was established to issue or certify, prove the existence and operation of the foreign company in the most recent fiscal year;

•  Notarized translation of passport or identification card or citizen identification card  (for Vietnamese) or a copy of passport (for foreigner) of the head of the RO;

•  Documents about the expected location of the RO include:

•  A copy of the memorandum or agreement on site lease or a copy of documents proving that the company has the right to exploit and use the location to locate the representative office;

•  Copies of documents on the expected location of the RO.

Lưu ý / Note:

•  The head of a RO of a foreign business cannot concurrently hold the following positions

•  The head of a branch of the same foreign company

•  The head of a branch of another foreign company

•  Legal representative of such foreign company or other foreign company;

•  The legal representative of a business organization established in accordance with the laws of Vietnam.

•  Representative offices are not allowed to lend or sublease headquarters

•  All documents are signed and sealed by the parent company (foreign company). If the parent company in a foreign country has no seal, the entire application file must be consularly legalized.

•  The receiving authority and processing time

•  The foreign company to apply directly or through the mail to the Department of Industry and Trade where the RO is expected to be located.

•  Within 07 working days from the date of receipt of a complete and valid dossier, the Department of Industry and Trade shall grant a license to establish the RO for the foreign company.

•  Term of Representative Office Establishment License

 The validity period of the license is 05 years but must not exceed the remaining term of the business registration certificate or an equivalent document of the foreign company in case such documents have a term.

2.  Procedures after being granted a Representative Office Establishment License

•  Register the tax code of the RO

1.  An application for tax code registration includes:

•  Tax registration declaration (Form 02-DK-TCT in Circular 95/2016/TT-BTC)

•  Representative office registration certificate (an authentic copy)

•  Referral for applicants

1.  The receiving authority and processing time

•  Apply at the Tax department of the province (city) where the representative office is located.

•  Processing time: 03 working days from the date of valid application

Lưu ý / Note:

 Within 10 days after being granted the representative office registration certificate, the representative office must carry out tax registration procedures.

•  Seal engraving and seal sample registration at the Police Department of administrative management of social order, Ho Chi Minh City Police.

•  Taxes payable by representative offices

• • Thuế môn bài / License tax :

 The representative office that do not operate is not required to pay license tax.

• • Thuế Thu nhập cá nhân / PIT:

 The representative office must pay PIT on behalf of the Head of the RO and the employees working at theRO.

 The time limit for a representative office to pay PIT and a tax registration declaration is divided into two cases:

•  For monthly declaration: by the 20th of the following month of the month in which the tax liability arisesfor the case of monthly declaration and payment

•  For quarterly declarations: no later than the 30th day of the following quarter in which the tax liability arises, for the case of quarterly declaration and payment.

3.  Reporting mode of representative office activities

 Before January 26 every year, the Representative Office is responsible for submitting the Report on the Representative Office’s operations to the Department of Industry and Trade (Human Resources, Activities).

4.  Extension of time limit of Representative Office Establishment License

 The foreign company shall extend the Representative Office Establishment License when the time limit stated in the license expires.

•  Prepare for application

•  Application for extension of Representative Office Establishment License signed by the authorized representative of the foreign company;

•  Consular legalization and notarized translation of Business Registration Certificate or equivalent document of foreign company.

•  Notarized translation of audited financial statements or documents certifying the performance of tax or financial obligations in the latest fiscal year or documents of equivalent value issued by competent agencies or organizations where the foreign company was established to issue or certify, prove the existence and operation of the foreign company in the most recent fiscal year

•  A copy of the Representative 0ffice establishment license.

•  Time to apply

 Filed in at least 30 days prior to the expiration of the Representative Office establishment License.

•  The receiving authority and processing time

•  The foreign company to apply directly or through the mail to the Department of Industry and Trade where the RO is located.

•  Within 05 working days from the date of receipt of a complete and valid dossier, the Department of Industry and Trade renews Representative Office establishment license.

1.  Rights and limitations of Representative Office operations

1. 1. Quyền hoạt động / Operation right

•  Perform the function of liaison office, explore the market, promote and promote business investment opportunities of foreign companies.

•  To enter into a contract in cases of office lease; rent, purchase facilities and equipment necessary for the operation of the RO, recruit labor (Vietnamese or foreign) to work for the RO.

•  Open an account in foreign currency, in Vietnam dong with foreign currency origin at a bank licensed to operate in Vietnam and only use this account for the operation of the representative office.

2. 2. Hạn chế / Limitation

•  Do not conduct direct profit-generating activities in Viet Nam.

•  Do not promote or hire other companies to conduct promotions in Vietnam for foreign company.

•  Do not directly conduct commercial advertising. In case of being authorized by a foreign company, a representative office may sign a contract with a commercial advertising service company to perform advertising for the foreign company.

•  Not allowed to directly display and introduce goods and services of company they represent, except for display and introduction at the headquarters of such representative offices. In case of being authorized byforeign company, representative offices have the right to sign contracts with companies providing goods and service display and introduction services to display and introduce goods and services for the foreign company.

•  Not to directly organize or participate in trade fairs and exhibitions. In case of being authorized by foreign company, representative offices may sign contracts with companies providing trade fair or exhibition services to organize and participate in trade fairs and exhibitions for the foreign company.

•  Do not enter into contracts, modify or supplement the signed contracts of foreign companies, unless the head of the representative office has a legal authorization letter from the foreign company. In case the head of a representative office is authorized by a foreign trader to enter into a contract, modify or supplement the signed contract, the foreign trader must perform a written authorization for each assignment. contract combination, amendment and supplementation of signed contracts

[1] Điều 10 Nghị định 07/2016/NĐ-CP / Article 10 of Decree 07/2016/ND-CP

[2] Điều 11 Nghị định 07/2016/NĐ-CP / Article 11 of Decree 07/2016/ND-CP

[3] Thông tư 95/2016/TT-BTC / Circular 95/2016/TT-BTC

[4] Điều 24, 25 Thông tư số 111/2013/TT-BTC;

Article 24 and 25 of Circular No. 111/2013 / TT-BTC; 

[5] Điều 11 Nghị định 07/2016/NĐ-CP / Article 11 of Decree 07/2016/ND-CP

[6] Khoản 2 Điều 91 Luật Thương mại / Clause 2 Article 91 of the Commercial Law

[7] Khoản 2 Điều 39 Luật Quảng cáo, khoản 2 Điều 103 Luật Thương mại /

Clause 2 Article 39 of the Law on Advertising, Clause 2 Article 103 of the Commercial Law

[8] Khoản 2 Điều 118 Luật Thương mại / Clause 2 Article 118 of the Commercial Law

[9] Khoản 2 Điều 131 Luật Thương mại / Clause 2 Article 131 of the Commercial Law

[10] Khoản 7 Điều 33 Nghị định 07/2016/NĐ-CP / Clause 7 Article 33 of Decree 07/2016/ND-CP

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