Representative office ("RO") is not a separate legal entity under the laws of Vietnam. The activities of a RO are limited to business promotion; identification and accelerating the trade opportunities; and supervising the implementation of contracts signed between its parent/ represented company (ies) and local partners. However, a RO may sign commercial contracts on behalf of its parent companies.

In this Section, only Representative offices of foreign business which fall within the sole power of Vietnam Ministry of Industry and Trade are focused.

Legislation

Decree No.76/2006/ND-CP, Detailing the Trade Law’s regulations on representative offices, branches of foreign businesses in Vietnam. And Circular 11/2006/TT-BTM guiding the implementation of the Government’s Decree No. 72/2006/ND-CP

Requirements

Under Decree 76, Foreign businesses are to be granted Licence for establishment of representative offices, branches in Vietnam if they meet the following conditions:

i. Being recognized as legal business by countries or territories (jointly known as countries) of business registration;

ii. Having operated for no less than 01 year since legal establishment or valid business registration in the countries of origin.

Licence for establishment of representative offices, branches expire in five years but no more than expirition date of business registration or equal documents of foreign businesses in case foreign legislation establishes such a date.

Applications

The procedures for establishing a RO under Decree 76. An application file must be in Vietnamese and may be, in another widely-used language, for instance, English. Application dossier for License for establishment of representative office includes:

i. Application for establishment of representative office in accordance with forms issued by the Ministry of Trade. The Application must be signed by legal representative of the foreign business;

ii. Copy of the business entity’s Registration Certificate or other alternative documents certified by competent agencies of the country where the business is established. If the Business Registration Certificate or alternative documents have expiry date for business entity’s operation, the remaining time must be at least one year;

iii. Audited financial reports or other alternative documents proving real existence and operation of the foreign business in the latest fiscal year;

iv. Copy of Corporate Charter, applied to those which are economic organizations.

The documents are concerned in (ii) (iii) have to translate into Vietnamese and be legalized by local notary office or by abroad diplomatic representative office or consulate office of Vietnam.

Licensing Timing

For representative office, within 15 days since presentation of valid application dossier, local Department of Trade completes the appraisal process and grants License, along with sending a copy of the License to the Ministry of Trade, People’s Committee of province or City under Center (jointly known as provincial People’s Committee), taxation agencies, statistics authorities and Police department at Provincial level, where the representative office is located.

The license fee would be paid upon the approval of the application file.

Permitted Activities

According to Decree 76, Operation fields of representative offices include:

i. Operating as contact office.

ii. Promoting cooperation projects of foreign businesses in Vietnam.

iii. Researching market to push up chances to purchase commodities, supply and consume commercial services of foreign businesses in Vietnam.

iv. Supervising implementation of foreign businesses’ contracts signed with Vietnamese partners or related to the Vietnamese market.

v. Carrying out other activities as allowed by the law of Vietnam.

Taxation

No taxes are applicable to ROs' operation, except for personal income tax charged their staff.