Establishment of a representative office

In 2021, procedures for establishing representative offices of foreign companies in Vietnam continue to be applied in accordance with Decree No. 07/2016/ND-CP detailing the Commercial Law on representative offices of foreign traders in Vietnam and Circular No. 11/2016/BCT guiding Decree No. 07/2016/ND-CP. In order to help foreign traders and foreign companies conveniently handle legal procedures during the establishment of representative offices of foreign companies in Vietnam, Viet An Law Firm sums up the conditions, dossiers to be prepared, procedures and services of establishing representative offices of foreign companies in Vietnam as follows:

Legal basis

Commercial Law 2005;
Decree No. 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam;
Circular No. 11/2016/TT-BC Guiding Decree No. 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam.

Conditions for establishment of representative offices of foreign companies in Vietnam

Foreign traders may only issue operation certificates of representative offices in Vietnam when they fully meet the following conditions:
Foreign companies which have been established or registered for business in accordance with the laws of the countries which are contracting in treaties to which Vietnam is a contracting party or recognized by the laws of these countries;
Foreign companies have operated in their home countries for at least 01 year from the date of establishment or registration;
In case the foreign business registration certificate stipulates the operation duration, the duration of such license must be at least 01 year from the date of submission of dossiers in Vietnam;
Contents of operation of representative offices: market research, trade promotion in Vietnam.
Where the operation contents of the representative office are inconsistent with the commitments of Vietnam or foreign traders not belonging to the countries or territories participating in treaties to which Vietnam is a contracting party, the establishment of representative offices must be approved by the Minister , Heads of minister-level agencies in specialized management (here below referred to as ministers of specialized management).

Dossier of establishment of representative office of foreign company in Vietnam

An application form for establishment of a representative office of a foreign company in Vietnam;
The consular legalization and notification of business registration papers or equivalent papers of foreign traders certified by the competent agencies of the localities where the foreign companies are established;
Documents appointing heads of representative offices of foreign companies;
Certified translation of audited financial statements or documents confirming the implementation of tax or financial obligations in the latest fiscal year or equivalent papers issued or certified by competent agencies or organizations where foreign traders are established , proving the existence and operation of foreign traders in the latest fiscal year;
A certified translation of the passport or identity card or citizen’s identity card (if vietnamese) or a copy of the passport (if a foreigner) of the head of the representative office;
Documents on the expected location of the representative office include:
The lease contract for certified copy office;
A certified copy of the land use right certificate of the leasing party (if the enterprise’s lease needs to provide additional business registration certificate with real estate business function);
In addition, the location of the head office of the representative office of a foreign company must comply with the provisions of Vietnamese law on conditions of security, order, occupational safety and hygiene and other conditions as prescribed by law.
Note: All licensing documents for establishment of representative offices are signed and stamped by the parent company. In case the overseas parent company does not have a seal, the entire dossier must be consular legalized.

Steps to establish a representative office of a foreign company in Vietnam

Step 1: Grant a license to establish a representative office of a foreign company:
The time limit for completion is from 07 to 10 working days;
Step 2: Engrave the round seal and register the seal form of the representative office of the foreign company
Deadline for completion: 05 working days;
Step 3: Register for issuance of notice of tax code of representative office of foreign company
Completion time: 05 -07 working days.
Cases of non-licensing of establishment of representative offices of foreign companies in Vietnam
The licensing agency establishing a representative office of a foreign company in Vietnam does not grant a license to establish a representative office of a foreign company in Vietnam in the following cases:
Foreign traders do not meet the above-mentioned conditions.
Foreign traders only trade in goods and services on the list of goods and services banned from business in accordance with the provisions of Vietnamese law.
Foreign traders requesting the issuance of licenses to establish representative offices of foreign companies in Vietnam within 02 years from the date of revoicing the license for establishment of representative offices.
There is evidence that the establishment of representative offices of foreign companies is harmful to national defense, security, social order and safety, historical traditions, culture, ethics, fine customs and customs of Vietnam and the health of the people, destroying natural resources and destroying the environment.
Submitting invalid dossiers and not supplementing sufficient dossiers at the request of the licensing competent authorities.

Announcement of information about representative offices of foreign companies in Vietnam

Within 15 days from the date of issuance, re-grant, adjustment, extension and revo recovery of licenses for establishment of representative offices, the licensing agencies shall announce on their websites the following contents:
Name and address of the head office of the representative office;
Name and address of the head office of the foreign traders;
The head of the representative office;
Number, date of issue and duration of the license to establish a representative office or licensing agency;
Operation contents of representative offices;
Date of re-issuance, adjustment, extension and revoicing of licenses for establishment of representative offices.

Regulations on reporting activities of representative offices of foreign companies in Vietnam:

Before January 30 every year, the representative office shall send a report according to 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.
Representative offices are obliged to report, provide documents or explain matters related to their operations at the request of competent state management agencies.

Procedures for establishment of representative offices of foreign companies in Vietnam

Opening a specialized account in foreign currency and a specialized account in Vietnamese dong of foreign currency origin at a bank permitted to operate in Vietnam and only use this account in the operation of the representative office;
Annually, before January 30 of the following year, the representative office must send a written report on its annual activities to the Department of Industry and Trade (made according to the form);
Making a cash register to record all revenues and expenditures during the operation of the representative office;
Apply for a work permit for foreign workers working at the representative office (if any);
Sign labor contracts with the head of representative and employees of the representative office;
Each year, the foreign company must confirm the salary and income (according to the form) for the head of representative and employees of the representative office;
Pay personal income tax, insurance to the head of representative and employees of the representative office (if any). Note, when paying taxes, save all tax payment declarations and tax receipts of state agencies and annual income tax finality for the heads of representatives and employees of the representative offices;
Other obligations as prescribed by applicable law;

Legal documents to be kept during the operation of representative offices of foreign companies in Vietnam

Operation license;
Seals and Certificates of seal samples;
Notification of tax code paid by the representative office;
Records and documents as instructed above.

Services of establishment of representative offices of foreign companies in Luat VN

Pre-establishment consultancy on matters related to the establishment of representative offices of foreign companies in Vietnam;
Drafting dossiers of establishment of representative offices of foreign companies in Vietnam in accordance with the requirements of customers and the provisions of law;
Apply for a license to establish a representative office of a foreign company in Vietnam;
Registration of issuance of seals and certificates of seal samples to representative offices of foreign companies in Vietnam;
Registering and completing procedures for issuance of tax code notices to representative offices of foreign companies in Vietnam;
Advising on procedures after establishment of representative offices of foreign companies in Vietnam;
Declaring personnel and labor procedures of representative offices of foreign companies in Vietnam with departments of Industry and Trade and social insurance agencies;
You need support advice, please contact hotline /zalo: 0763387788

Công ty Luật VN

Địa chỉ: 60 Nguyễn Quang Bích, P. 13, Q. Tân Bình, TP.HCM

Mr. Phan
Email: luatvn.vn02@gmail.com

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