Vietnam has become an attractive destination for international businesses, where the development potential is highly regarded. To leverage these promising opportunities, many foreign traders have decided to establish their representative office in Vietnam to explore the market, promote trade, and gain insights before making investment decisions in Vietnam. The following article provides key information related to the establishment of foreign representative offices in Vietnam.
1. Definition of a representative office of a foreign trader in Vietnam
A representative office of a foreign trader in Vietnam (“RO”) is the representative office established by a foreign trader in Vietnam to conduct liaison, market research, and promote investment and business opportunities of the represented trader. This does not include services for which the establishment of a representative office in that field is regulated by specialized legal documents.
Remark: In this article, RO is understood as the representative office of a foreign trader in Vietnam. The content of this article does not apply to representative offices of foreign-invested enterprises established in Vietnam.
Read more: 5 benefits of opening a representative office in Vietnam
2. Conditions for Issuing an Establishment License of RO
2.1 Conditions for Foreign Traders
A license to establish an RO is granted to foreign traders who meet the following conditions:
- The foreign trader is established and registered for business according to the laws of the country, territory participating in international conventions that Vietnam is a member of, or recognized by the laws of those countries or territories.
- The foreign trader has been operating for at least 01 year, counting from the date of establishment or registration.
- In cases where the business registration certificate or equivalent document specifies the operating period, it must be at least 01 year from the date of submission of the application.
- The activities of the RO must comply with Vietnam’s commitments in international conventions that Vietnam is a member of. If not, the establishment of the RO must be approved by the Minister, the Head of the equivalent managing agency.
- The location of the RO’s headquarters of the foreign trader must comply with the laws of Vietnam regarding security, labor safety, and other conditions as prescribed by law.
2.2 Conditions for the Head of RO
The head of the RO must not hold the following positions simultaneously:
- Head of the branch of the same foreign trader.
- Head of the branch of another foreign trader.
- Legal representative of the foreign trader or another foreign trader.
- Legal representative of an economic organization established under Vietnamese law.
2.3 Limitations of RO
- Foreign traders are only allowed to establish their RO in Vietnam within the scope of Vietnam’s commitments in international conventions that Vietnam is a member of.
- Foreign traders are only allowed to establish one RO within the territory of one province or centrally governed city.
- The RO license is valid for 05 years but cannot exceed the remaining validity period of the business registration certificate or equivalent document of the foreign trader, and can be renewed multiple times upon expiration.
3. Application for Establishing RO
Foreign traders must prepare and submit a set of documents, including:
- Application for the establishment license of RO.
- Legalized consular legalization and a certified translation copy of the foreign trader’s business registration certificate or equivalent document.
- Documents appointing/delegating the head of the RO.
- Documents proving the existence and operation of the foreign trader in the most recent fiscal year: Legalized consular legalization and certified translation copy of the audit financial statements or a document confirming the fulfilment of tax or financial obligations in the most recent fiscal year or equivalent documents issued or confirmed by the competent authority where the foreign trader is established.
- Personal documents of the head of the RO: Copy of the passport or ID card or citizen identity card (if Vietnamese), or copy of passport (if foreigner).
- Documents related to the location of the RO headquarters include:
- A copy of the memorandum of understanding or lease agreement for the location, or a copy of the document proving the trader’s right to exploit, use the location for setting up the RO.
- Copies of documents related to the intended location of the RO.
In summary, by understanding key aspects related to the definition, conditions, and documentation for establishing a representative office of a foreign trader in Vietnam, foreign traders can be more confident in exploring and exploiting Vietnam’s market – a dynamic country with increasingly thriving economic potential. We hope that the information in this article provides an overview and helps readers better understand the process of establishing a representative office in Vietnam.
