Establishment of representative office of foreign company in Vietnam

Establishment of representative office of foreign company in Vietnam

I. Conditions for establishment of representative office of foreign company in Vietnam.

Foreign company shall be established its representative office in Vietnam if it satisfy the following conditions:

1. The foreign company is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
2. The foreign company has come into operation for at least 01 year from the date of establishment or registration;
3. The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;
4. The scope of operation of the representative office of foreign company in Vietnam  is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;
5. Where the scope of operation of the representative office of foreign company in Vietnam is inconsistent with Vietnam’s Commitments or the foreign company is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.

II. Application files for establishment of representative office of foreign company in Vietnam.

1. An application file for establishment of a representative office of foreign company in Vietnam includes:

a) An application form for License for Establishment of the representative office of foreign company in Vietnam as standard form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign company.
b) Copies of the Certificate of Business Registration or equivalent documents of the foreign company;
c) A letter of appointment of the head of the representative office;
d) Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign company issued or certified by competent authorities where such foreign company is established;
dd) Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;
e) Documents on the expected location of the representative office including:
- Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the representative office;
- Copies of documents on the expected location of the representative office in accordance with provisions of Article 28 hereof and related laws.

2.Documents specified in points b, c, d and dd, clause 1 of this Article (for the head of the representative office being foreigners) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam. Documents specified in point b, clause 1 of this Article shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam under laws of Vietnam.

Source: Degree No.07/2016/ND-CP dated  January 25, 2016 of Vietnamese Government on detailed regulations on establishment of representative offices or branches of foreign company in Vietnam under Laws on commerce.

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