Procedures for establishing representative offices for domestic and foreign enterprises in Vietnam (2026)
content
- 1. What is a representative office?
- 2. Establishing representative offices for foreign enterprises in Vietnam
- 3. Establishing representative offices for domestic enterprises in Vietnam
- 4. Important notes when establishing a representative office in Vietnam
- 5. How does GLA support businesses in establishing representative offices in Vietnam?
- 6. Frequently asked questions about establishing a representative office in Vietnam
🎧 Listen to this article
Are you looking for information on the procedures for establishing a representative office in Vietnam? This is a solution that helps foreign and domestic businesses expand their operations without establishing a new company. However, the registration process requires a lot of legal documents and compliance with strict conditions. In this article, GLA will provide detailed instructions on the conditions, documents, implementation process and how GLA can help businesses complete the procedures quickly and legally.
1. What is a representative office?
Representative office is a popular form of commercial presence in Vietnam for foreign enterprises that want to research the market and promote trade. However, representative offices do not have business functions, but only carry out activities such as market research, promoting business opportunities, and representing the parent company in transactions.
Responsibilities and obligations of representative office in Vietnam:
Once licensed, the representative office must perform the following obligations:
- Notify the licensing authority of operations as required.
- Annual performance report to regulatory authority.
- Meet labor requirements and comply with Vietnamese laws.
- Do not conduct direct profit-making business activities.
2. Establishing representative offices for foreign enterprises in Vietnam
2.1 Conditions for licensing representative offices in Vietnam
According to Decree 07/2016/ND-CP, foreign enterprises wishing to establish a representative office in Vietnam must meet the following conditions:
- Being a trader legally recognized by the law of the country or territory (hereinafter referred to as the country) where the trader is established or registered to do business;
- Has been operating for at least 01 year since the date of business registration.
- Business license is valid for at least 01 year from the date of application submission.
- The content of the activities is consistent with Vietnam's commitments in international treaties.
- In case the operation is not in accordance with international commitments, the approval of the specialized management ministry is required.
2.2 Documents for establishing a representative office in Vietnam
The dossier for establishing a representative office of a foreign enterprise in Vietnam includes:
- Application for Establishment License according to the form of the Ministry of Industry and Trade.
- Copy of Business Registration Certificate or equivalent document (consularized).
- Document appointing the head of representative office.
- Audited financial statements or most recent financial statement.
- Copy of passport/ID card of the head of representative office.
- Lease agreement or document proving right to use the premises.
- Other relevant documents (translated into Vietnamese and notarized as prescribed).
2.3 Procedures for establishing a representative office in Vietnam
Submit
Businesses can submit applications in the following ways:
- Directly at the licensing authority (Department of Industry and Trade where the representative office is located).
- By post to the competent authority.
- Online if eligible apply.
Processing time
- Within 03 working days, the licensing authority will check and request additional information if the application is incomplete.
- Within 07 working days from the date of receipt of complete and valid documents, the licensing authority will grant or refuse to grant a license (with a written document stating the reasons in case of refusal).
- In case it is necessary to consult the specialized management ministry, the time may be extended.
See article details: Procedures and processes for applying for foreign investment licenses in Vietnam.
Establishing a representative office is an important step for foreign enterprises to access the Vietnamese market. Full compliance with legal regulations helps ensure legal and convenient operations for enterprises. If you need more detailed support, enterprises should contact GLA for professional advice to complete the procedure quickly and effectively.
3. Establishing representative offices for domestic enterprises in Vietnam
3.1 Conditions for establishing a representative office
According to the provisions of the Law on Enterprises, domestic enterprises can establish representative offices when meeting the following conditions:
- Legally registered business in Vietnam.
- Need to expand operations, promote brand or conduct market research activities.
- The head of a representative office must have full civil capacity.
3.2 Application for establishment of representative office
Registration documents for establishing a representative office of a domestic enterprise include:
- Notice of establishment of representative office according to the form of the Ministry of Planning and Investment.
- Decision to establish a representative office of the business owner or Board of Members/Board of Directors.
- Copy of legal documents of the individual head of the representative office.
- Head office lease contract or document proving the right to use the location of the representative office.
3.3 Implementation Process
(1) Submit application
Businesses can submit applications in the following ways:
- Directly at the Business Registration Office - Department of Planning and Investment where the representative office is located.
- By post to the competent authority.
- Via the electronic network on the National Business Registration Portal.
Documents include:
1. Sample notice of establishment of representative office of enterprise.
The notice content includes:
- Business registration number/tax code.
- Name and address of the company's headquarters.
- Name of branch or representative office to be established.
- Address of branch office, representative office.
- Content and scope of operations of branches and representative offices.
- Full name, place of residence, ID card number or passport number or other legal personal identification.
- Full name and signature of the legal representative of the enterprise.
2. Written decision and copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, of the company owner or Board of Members or Chairman of the company for a one-member limited liability company, of the Board of Directors for a joint stock company, of the general partners for a partnership company on the establishment of a representative office;
3. Valid copy of the decision appointing the head of the representative office;
4. A valid copy of one of the personal identification documents of the head of the representative office.
(2) Application processing time
- Within 03 working days, the licensing authority will check the application and request additional information if it is incomplete.
- If the application is valid, within 03 working days, the enterprise will receive the Certificate of registration of representative office operation.
Establishing a representative office helps domestic enterprises expand their network of operations without establishing branches or subsidiaries. Enterprises need to fully comply with regulations to ensure legal and effective operations. If more detailed support is needed, enterprises should consult professional consulting services to complete the procedure quickly and accurately.
4. Important notes when establishing a representative office in Vietnam
Restrictions on representative office operations
- Representative offices are not allowed to conduct profit-making business activities.
- No direct business contracts may be entered into, except for contracts for office operations.
- No import and export transactions of goods are allowed.
Comply with the law
- Enterprises must periodically report on the activities of representative offices to the licensing authority.
- The head of the representative office must fully comply with legal and tax obligations as prescribed.
- Representative offices must comply with labor regulations and foreign labor use (if any).
License renewal and revocation
- Representative office licenses are usually valid for 5 years and can be renewed.
- Cases of license revocation:
- Not in operation within 06 months from the date of license issuance.
- Continuous inactivity for 06 months without notice.
- Serious violations of laws relating to labor, taxes, or illegal business.
Location of representative office
- Representative office headquarters must have a clear address and not be located in a restricted area.
- The lease contract must ensure a term consistent with the operating period of the representative office.
5. How does GLA support businesses in establishing representative offices in Vietnam?
GLA supports foreign and domestic enterprises in opening foreign companies in general such as Open a company in Singapore, Hong Kong, Mỹ, etc. and establishing representative offices in Vietnam in particular, including:
- Consulting and providing detailed information on Vietnamese legal regulations related to the establishment and operation of representative offices, including requirements on documents, procedures, taxes and other legal issues.
- Guide and support businesses to fully and accurately prepare necessary documents to submit to authorities.
- Business representatives submit documents and work with relevant authorities to ensure the smooth establishment of representative offices.
- Support businesses in fulfilling their periodic reporting obligations.
- Support businesses in carrying out procedures after establishing a representative office, such as tax code registration, labor registration and other procedures.
6. Frequently asked questions about establishing a representative office in Vietnam
Can representative offices do business?
No, representative offices only perform trade promotion and market research functions and do not have the right to conduct profitable business.
How long does it take to get a license to establish a representative office?
Normally, 07 working days for foreign enterprises and 03 working days for domestic enterprises if the documents are complete.
Do representative offices have to pay taxes?
Representative offices do not conduct business activities and therefore do not have to pay corporate income tax, but are still obliged to pay personal income tax for employees.
Can representative offices hire workers?
Yes, but only for the operation of the representative office, not for hiring workers for production and business purposes.
Does GLA support foreign businesses?
Yes, GLA provides consulting services and supports foreign enterprises to quickly and legally establish representative offices in Vietnam.
- Establishing a representative office helps domestic and foreign enterprises expand their operations in Vietnam, but they are not allowed to conduct direct profit-making business activities.
- Enterprises must fully meet legal conditions such as minimum operating time (for foreign enterprises) and have valid documents according to regulations.
- Licensing time ranges from 3-7 working days, depending on the business entity and additional requirements from the licensing authority.
- Representative offices are obliged to periodically report their activities and comply with labor and tax regulations to avoid having their licenses revoked.
This article was published by GLA on 15/12/2015. Copyright and accompanying content are intellectual property of GLA. All rights reserved.
The guidance and content are for general information only and are not intended to provide specific guidance and advice on accounting, tax, legal or other professional advice. Readers should consult professional advisors on specific issues.