What is a representative office in Vietnam?

The operation of a representative office shall be solely confined to the conduct of liaison activities, market research, and promotion of its head office’s businesses. In other words, the representative office promotes the foreign company’s businesses under which it is opened but is not allowed to generate profit by itself.

Legal services:

  • Establish the representative office;
  • Change the Head of the Representative Office;
  • Provide the representative officers for the Head of the Representative Office,
  • Extend the license operation term;
  • Terminate license of operation;
  • Manage the payroll and declare the representative office taxes;
  • Apply for work permits for the representative office’s head and staffs.

How to proceed?

  • Contact us via phone, email or create a CRM account to define your investment requirements and objectives with our lawyers.
  • Whenever possible we will meet in person to define your legal strategy in depth.
  • Our legal services will notably include our advisory on the conditions to set up a Representative Office and the pros and cons of this entity.
  • We will provide you with the list of required information and documents, as well as the application dossier drafted and translated by us into Vietnamese and English languages.
  • At any time, you can access the CRM system to manage and keep a track of your legal services.
  • Delivery of licenses to you and provide guidance documents to prepare you to perform the order of work after establishing the representative office.

A representative office is a dependent unit of an enterprise established outside Vietnam’s territory. The operation of the representative office shall be solely confined to the conduct of liaison activities, market research, and promotion of its head office’s businesses.

In other words, the representative office promotes the foreign company’s businesses under which it is opened but is not allowed to generate profit by itself.

Opening a branch is allowed by law for both domestic and foreign companies.

Although domestic companies (even foreign invested) can open a branch without issue, foreign companies usually face obstacles when trying to open their branch in Vietnam.

A foreign worker must apply for a work permit or work permit exemption certificate to legally work in Vietnam. The permit allows the foreigner to work in a specific position, company and location. Thus, foreigner workers might hold several work permits.

More importantly, the work permit or work permit exemption certificate do not exempt foreigners to obtain a visa or a temporary resident card.

It is mandatory for all companies to have at least one of its legal representatives in Vietnam at all time; however, the legal representative does not need to be a permanent resident in Vietnam.

A foreign business entity which satisfies all of the following conditions is eligible for issuance of a license for establishment of a representative office:

  • Being registered under the law of a country participating in treaties of which Vietnam is a member, or it is recognized by the law of such country;
  • Have been in operation at least 01 year for the date of incorporation or registration;
  • The remaining term of license is at least 01 year from the day of application; and

The operation of the representative office must be in compliance with the undertakings of Vietnam in the international treaties of which Vietnam is a member.

The term of license for establishment of representative office is a maximum of 5 years, but not exceeding the remaining term of the business registration certificate or equivalent certificate of the foreign business entity if that certificate has a term.

Yes. A representative office is entitled to employ Vietnamese and foreign individuals to work for it in accordance with the laws of Vietnam. To employ foreigners to work in Vietnam, the representative office must make sure that the persons to be employed meet the requirements applicable to foreigners, e.g., work permit, certificate, qualification…

The foreign business entity shall be held responsible for the operation of its representative office as stipulated by the laws of Vietnam.

No. A representative office is to serve the purpose of communicating, conducting market research and promoting business investment opportunities for the foreign business entity which it represents. For that reason, a representative office is not entitled to carry out the business activities which actually make profit such as executing contracts, rendering services…

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