With Vietnam’s stable economic growth, young talent pool , and open trade policies, the country is rapidly emerging as an attractive destination for international investors. For many foreign businesses, establishing a representative office in Vietnam is an ideal first step to enter the market, build local presence and explore opportunities without committing to a full-scale investment.
However, the process of setting up a representative office can be challenging. Complex legal requirements and strict documentation standards often lead to incomplete filings, approval delays and even potential legal issues.
This article offers a step-by-step guide to establishing a foreign representative office in Vietnam, helping investors navigate the process efficiently and move forward with confidence.
What is a representative office?
A representative office is a dependent unit of a company established in another locality or country to carry out support functions for the parent company, including:
- Marketing and promoting products/services
- Conducting market research and understanding customer needs and industry trends
- Providing customer advisory and support services
- Connecting with and building relationships with partners
- Assisting with administrative procedures
Unlike a foreign-invested company (FDI), a representative office in Vietnam does not have independent legal entity status. In other words, a representative office is not allowed to generate direct revenue, sign commercial contracts, or issue invoices. Therefore, if foreign investors wish to conduct business in Vietnam, they must establish a company or a branch.
Procedures for Establishing a Representative Office in Vietnam
Below are the essential steps for opening a foreign company’s representative office to ensure a smooth and efficient process.
Step 1: Prepare Legal Documents
To ensure the application for establishing a representative office in Vietnam is reviewed quickly and accurately, foreign investors need to prepare the following documents:
- Application for a license to establish a representative office
- Decision appointing the head of the representative office
- Notarized copy of the passport of the head of the representative office
- Most recent annual financial report of the parent company
- Notarized copy of the parent company’s business registration certificate
- Documents proving the right to use the office premises (lease agreement)
Note: According to Article 7 of Decree 07/2016/ND-CP, the parent company must have been operating for at least 1 year and have a remaining valid duration of at least 1 year from the date of application submission.
Step 2: Submit the Licensing Application
Once the application dossier is fully prepared, the investor submits it to the Business Registration Office under the Department of Planning and Investment where the representative office will be located.
The processing time is typically 10–15 working days.
Step 3: Obtain the Representative Office Establishment License
After submission, it’s important to closely monitor the review process to promptly provide any additional documents requested by the authorities. At FISC, we support clients throughout every step—tracking the progress, handling all paperwork, and collecting the license as soon as the application is approved.
Step 4: Complete Post-Establishment Procedures
Once the representative office license is issued, the investor must complete several essential steps to ensure lawful operation, including:
- Creating the office seal and registering the seal specimen
- Opening a bank account in Vietnam
- Registering for tax if any expenses are incurred
- Completing work permit and temporary residence card procedures for foreign employees
- Submitting annual activity reports
Important Notes When Establishing a Representative Office in Vietnam
Before starting the registration process, businesses should be aware of several key regulations to ensure the dossier is prepared and submitted correctly.
Name
The name of a foreign company’s representative office in Vietnam must comply with Article 40 of the Law on Enterprises 2020. Specifically:
- The proper name must not include the words “Company” or “Enterprise.”
- The representative office’s name must include the parent company’s name followed by the phrase “Representative Office.”
- The name should be written using the Vietnamese alphabet, including the letters F, J, Z, W, symbols, and numbers if needed.
- Businesses may also register the office name in a foreign language or as an abbreviation.
Example: Representative Office of FISC Investment Joint Stock Company.
Office Address
The address of the representative office in Vietnam must be declared accurately and in full, including house number, street name or hamlet/village/ward, district, and province/city.
*Note: A representative office cannot be located in an apartment building or collective housing.
If there are any changes related to the office’s activities or information stated on the Certificate of Operation Registration, the enterprise must promptly carry out procedures to update the representative office license.
Summary
Establishing a representative office in Vietnam is a vital step for foreign companies seeking to expand their market presence, engage with local partners, and manage operations more effectively. However, the approval process requires a solid understanding of legal regulations, careful preparation of documents, and strict compliance with all procedures.
For foreign businesses facing language barriers or geographical distance, using professional services for setting up a representative office can significantly streamline the entire process and ensure smooth execution.
With more than 38 years of experience, FISC is proud to be a trusted partner for thousands of international companies establishing representative offices in Vietnam. Contact FISC today for detailed consultation and start your investment journey with confidence.
