According to Clause 2, Article 44 of the Enterprise Law 2020, a representative office is a dependent unit of an enterprise, responsible for representing the enterprise’s interests under authorization and protecting those interests without performing the business functions of the enterprise. Establishing a representative office facilitates communication and working with the enterprise’s clients everywhere: domestically and internationally.
The service for establishing representative offices is a service where Vinasc Group provides consultation and carries out the procedures to establish a representative office in Vietnam according to legal regulations. With many years of experience and a high-quality team, Vinasc Group confidently offers customers the most professional, swift, and effective service.
I. SERVICE PROVISION PROCESS AT VINASC:
Step 1: VINASC receives information about the planned representative office
- With the basic information, including: parent company information; proposed name of the representative office; information about the head of the representative office; registered address of the representative office; and activities of the representative office.
(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 submits the application for the certificate of operation registration for the representative office to the Business Registration Office.
- Implementation time: Within 5-7 working days from the date of submission.
- Result:
- Certificate of operation registration for the representative office
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: 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 of Operation of the Representative Office.
III. ESTIMATED IMPLEMENTATION TIME
- Apply for the Certificate of Registration of Operation of the Representative Office: 05-07 working days. The estimated time is calculated from the date Vinasc receives the complete dossier as requested and sent to you.
In addition, depending on the needs of customers, VinaSC often advises and supports investors to control well the contents related to the above services such as: tax-accounting, labor, social insurance, salary, sub-licenses… fully and ensure compliance with the law in Vietnam that you can refer to.
Please contact VinaSC for the best advice and support for the above services.
IV. DETAILED INSTRUCTIONS
- Parent company information:
– Company name, tax code.
– Information on the Enterprise Registration Certificate;
– Main business lines.
- 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).
- Registered address of the representative office headquarters:
– Have a specific address and do not belong to an apartment building.
Note: Valid addresses must have full documents proving the legal address of the company: Office lease agreement; Certificate of purpose of use from the project owner (if any)
– 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.
*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 | Application for Certificate of Registration for Representative Office Operations
1. Notice of establishment of Representative Office 2. Decision on establishment/ Minutes of meeting on establishment of Representative Office 3. Copy of legal documents of the head of the Representative Office |
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.
DIFFERENCES AND SIMILARITIES BETWEEN BRANCHES AND REPRESENTATIVE OFFICES
| Concept | Branches | Representative offices |
| Definition | A dependent unit of an enterprise, performing all or part of the enterprise’s functions, including the function of representation by authorization. The business lines of the branch must be consistent with the business lines of the enterprise. | A dependent unit of an enterprise, authorized to represent and protect the interests of the enterprise. |
| Business function | Yes | No |
| Representation by authorization | Yes | Yes |
| Accounting method | Independent or dependent | Dependent |
| Accounting and tax declaration method | Depends on the branch’s registration of independent/dependent accounting method (same province/different province) | The parent company submits the license fee declaration, license fee tax, and tax declaration. |
So, should you establish a branch or a representative office?
It depends on the purpose of your enterprise. If your enterprise wants to expand its scope of operations, boost business, increase profits, and create favorable conditions for customer care, then you should choose to establish a branch.
If your enterprise wants to be more convenient in activities such as exchanging documents, displaying products, and taking care of customers, then you should establish a representative office.
Both branches and representative offices are dependent units of the enterprise, operating under the authorization of the enterprise and without separate assets. Therefore, neither branches nor representative offices have legal entity status.