A representative office of a foreign trader in Vietnam is a dependent unit of the foreign trader, established in accordance with Vietnamese law to explore the market and carry out certain trade promotion activities permitted by Vietnamese law.
This service offered by VinaSC Group will handle the consulting and procedural aspects of establishing a representative office in Vietnam for foreign traders, ensuring compliance with all relevant laws. With years of experience and a team of highly qualified professionals, Vinasc Group is confident in providing clients with the most professional, efficient, and streamlined service possible.
I. SERVICE PROVISION PROCESS AT VINASC:
Step 1: VINASC receives information about the planned representative office
- With basic information, including: Information of the foreign trader; proposed name of the Representative Office (RO); information of the Chief Representative Officer (CRO); registered address of the RO; scope of activities of the RO.
(See detailed instructions below)
Step 2: Prepare the representative office establishment dossier
- The two parties discuss and agree on the content of the service, then Vinasc bases on them to prepare the necessary documents to hand over to the business for authentication.
- Vinasc receives the complete authenticated dossier along with the documents that the business needs to prepare to complete the dossier.
Step 3: Submit an application for the certificate of operation registration for a representative office
- VINASC Submitting the application for a Certificate of Registration for Representative Office Operations at the Department of Industry and Trade.
- Processing time: Within 30-45 working days from the date of submission.
- Result: Certificate of Registration for Representative Office Operations of a foreign trader
Step 4: Track the processing of documents
- VINASC monitors the dossier processing process step by step and reports the progress to the business as requested. In case of need to modify, supplement information, documents, Vinasc is responsible for completing it as soon as possible to limit work interruption.
Step 5: Make a seal for the representative office of a foreign trader
- Processing time: Within 01-02 working days
- Result: Seal of the Representative Office
Step 6: Complete the service & Deliver the results to the client
- Review all the steps of the service implementation to ensure that the service has been completed comprehensively
- Transfer to the business the specific results that Vinasc collects on behalf of the business during the service provision process.
II. SPECIFIC RESULTS
- Certificate of Registration for Representative Office Operations of a foreign trader
- Seal of the Representative Office
III. ESTIMATED IMPLEMENTATION TIME
- Application for Certificate of Registration for Representative Office Operations of a foreign trader: 30-45- working days.
The above-mentioned estimated timeline is calculated from the date Vinasc receives the complete documents as requested and provided to you.
In addition, depending on the clients’ needs, VinaSC often provides advice and assistance to investors in effectively managing related services such as tax-accounting, labor, social insurance, salary, subsidiary permits, etc., in a comprehensive and law-compliant manner in Vietnam, which you can refer to.
IV. DETAILED INSTRUCTIONS
*CONDITIONS FOR ESTABLISHING A REPRESENTATIVE OFFICE OF A FOREIGN TRADER
A foreign trader is granted a License to establish a Representative Office when meeting the following conditions:
- The foreign trader is established and registered for business in accordance with the laws of a country or territory that is a party to an international treaty to which Vietnam is a member, or is recognized by the laws of such countries or territories.
- The foreign trader has been operating for at least one year from the date of establishment or registration.
- In the event that the Business Registration Certificate or equivalent document of the foreign trader specifies a period of operation, that period must be at least one year from the date of submission of the application.
- The scope of activities of the Representative Office must be consistent with Vietnam’s commitments in international treaties to which Vietnam is a party.
- A foreign trader may not establish more than one Representative Office with the same name within the same province or centrally-run city.
- Information of the foreign trader
Vinasc needs to know the following basic information about the foreign trader, including:
– Full name of the foreign trader;
– Information on the Enterprise Registration Certificate;
– Remaining term of the Certificate;
– Business lines;
– Charter capital;
– Bank account number;
– Head office address
– Phone; Email; Website
- Proposed name of the representative office (Vietnamese name, English name, abbreviation (if any))
– The name of the representative office must be written in letters of the Vietnamese alphabet, letters F, J, Z, W, numbers, and symbols.
– The name of the representative office must include the name of the enterprise followed by the phrase “Representative Office”.
– The name of the representative office must be written or attached at the representative office. The name of the representative office is printed or written in a smaller font size than the Vietnamese name of the enterprise on transaction papers, documents, and publications issued by the branch.
– The name of the representative office must not be identical or cause confusion with the names of the representative offices of the Company established previously.
- Information of the head of the representative office
You can send a photo of one of the following legal documents for us to prepare the application: Legal documents of the head of the representative office (ID card/Passport).
Note: During the process of preparing the documents, Vinasc will also need you to prepare and provide notarized copies of the above documents (you can refer to the list of required documents below). For documents issued by foreign authorities, they must be certified or legalized by the diplomatic or consular representative offices of Vietnam abroad; translated into Vietnamese and authenticated in accordance with Vietnamese law.
We will send you the sample documents and guide you through this procedure.
- Registered address of the representative office:
– Must have a registered address of the representative office that is clearly defined and not located in a residential condominium.
Note: To be considered valid, the registered business address must be supported by the following legal documents: Lease Agreement (A legally binding contract between the company and the owner of the premises, outlining the terms and conditions of the lease.); Purpose of Use Certificate (A document issued by the project developer (if applicable), confirming that the premises are designated for commercial use and not for residential purposes.)
– The representative office is not allowed to lend or sublease the address.
- Content of activities of the Representative Office:
– State the field of activity, work to be done.
– The representative office is responsible for representing the interests of the enterprise by authorization and protecting those interests. The representative office does not perform the business functions of the enterprise.
Vinasc will review the specific legal requirements involved to develop a service implementation plan.
Please contact VinaSC for the best consultation and support for the mentioned services.
*Comprehensive List of Required Documents
| No. | Required documents | Implementer | ||
| Customer
(1) |
Vinasc Group (2) | Vinasc Group handles on behalf of our client (3) | ||
| 1 | Notarized copies of ID card/Personal ID/Passport of the head of the representative office | X | X | |
| 2 | Notarized and legalized translation of the business registration certificate or equivalent document of the foreign trader. | X | X | |
| 3 | Notarized and legalized translation of the audited financial report or document confirming the fulfillment of tax or financial obligations in the most recent financial year, or equivalent document issued or certified by the competent authority in the jurisdiction where the foreign trader is established, demonstrating the existence and activities of the foreign trader in the most recent financial year. | X | X | |
| 4 | Documentation regarding the planned location for the representative office:
A certified copy of the lease agreement/rental contract for the premises or a certified copy of the document proving the right to exploit and use the location for establishing the branch office, or any other relevant documents… |
X | X | |
| 5 | Application for a License to Establish a Representative Office:
1. Application form for a License to Establish a Representative Office; 2. Copy of the Business Registration Certificate or equivalent document of the foreign trader; 3. Document from the foreign trader appointing/assigning the head of the Representative Office; 4. Power of Attorney. |
X | ||
| 6 | Representative office Seal | X | ||
| 7 | Application for Opening a Bank Account:
1. Bank Account Opening Request 2. Commitment Letter 3. Electronic Tax Filing Service Registration 4. Agreement Letter (if applicable) |
X | ||
(*) According to the procedure, the customer is responsible for completing the documents in column (1), and Vinasc will be responsible for completing the documents in column (2).
(*) In some cases, if the customer has difficulty preparing the documents, Vinasc can complete the documents in column (3) on their behalf. However, in this situation, we must examine each specific case and the following issues may arise:
– Additional document preparation costs (these costs will vary depending on the government agency and the legal regulations in Vietnam at each stage)
– Additional time required to prepare these documents
(*) During the preparation process, the customer should send a scanned copy of all the above documents in advance so that we can prepare the documents in a timely manner.
(*) In some special cases, the government agency may request additional information to supplement the documents.
V. LEGAL REGULATIONS FOR REPRESENTATIVE OFFICES OF FOREIGN COMPANIES IN VIETNAM
-
Scope of Activities
The scope of activities of a Representative Office includes market research and trade promotion in Vietnam. Therefore, a Representative Office of a foreign company in Vietnam is not allowed to collect payments from customers on behalf of the foreign company, nor is it allowed to sign or execute economic contracts.
-
Obligations and Sanctions
Most foreign Representative Offices in Vietnam encounter risks due to non-compliance with procedures related to the management of representative offices. Therefore, risk management in the operation of foreign Representative Offices in Vietnam is crucial. Foreign enterprises, when establishing a representative office, need to pay attention to complying with regulations on licensing, amendments, and re-issuance.
- In the event of changes but the representative office fails to carry out procedures for amendment, supplementation, or re-issuance, depending on the severity of the violation, the representative office may be fined from VND 20,000,000 to VND 40,000,000.
- In the case of a Representative Office of a foreign trader in Vietnam failing to carry out procedures for renewing the license, a fine of VND 30,000,000 to VND 50,000,000 will be imposed. At the same time, violating regulations on license renewal will affect the amendment and renewal of the representative office license in the future.
Before January 30th of each year, the Representative Office is responsible for sending a report in the form of the Ministry of Industry and Trade on its activities in the previous year by post to the Department of Industry and Trade.
A fine of VND 10,000,000 to VND 20,000,000 will be imposed if the Representative Office of a foreign company fails to submit periodic reports or submits untruthful reports on the activities of the representative office to the competent state management agency that granted the license as prescribed.
In addition, attention should also be paid to other issues such as procedures related to insurance for Vietnamese and foreign employees; applying for visas and work permits for representatives; tax declaration and payment, etc.
Refer to Decree 07/2016/ND-CP Detailing the Law on Commerce Regarding Representative Offices and Branches of Foreign Traders in Vietnam.