Differences between the representative offices of Vietnam and foreign companies

Vietnam companies

Foreign companies

Pursuant to:

Law on Enterprise and relevant documents

Commercial Law and relevant documents

Functions, tasks

Having the task of representing under authorization the interests of the enterprise and protecting such interests.

(Clause 2, Article 44, Law on Enterprise 2020)

Conduct market surveys and a number of commercial promotion activities.

(Clause 6, Article 3, Commercial Law 2005)

Conditions for establishment

No conditions, only satisfy a number of regulations on names (Article 40, Law on Enterprise)

- The foreign trader has been established or has registered its
operation under the law of a country or territory being a member to a treaty to which Vietnam is a contracting party or recognized by the law of such country or territory.

- Have been operating for at least 5 years since its establishment or business registration;

- In case the foreign trader’s business registration certificate or equivalent paper indicates its term of operation, the remaining term must be at least one year by the date of submission of the application.

- Contents of the operation of the representative office must comply with Vietnam’s commitments in treaties to which Vietnam is a contracting party. If fail to comply with Vietnam’s commitments or the foreign trader is not located in a country or territory being a member to a treaty to which Vietnam is a contracting party, the establishment of such representative office shall be approved by the minister of the ministry or the head of the ministerial-level agency performing the specialized management.

(Article 7, Decree No. 07/2016/ND-CP)

Certificate of subject status

Enterprise registration certificate of the representative office

Establishment license of the representative office

Registration dossiers:

-  A notice of the establishment of a branch or representative office;

- A copy of the resolution or decision and a copy of the minutes of the meeting of the Members’ Council, for a limited liability company with two or more members or a partnership, or of the Board of Directors, for a joint stock company; or the resolution or decision of the company owner, for a single-member limited liability company, on the establishment of the branch or representative office;

- A copy of the appointment decision of the head of the branch or representative office

- A copy of the legal paper of the head of the branch or representative office.

(Clause 1, Article 31, Decree No. 01/2021/ND-CP)

- An application for a representative office establishment license;

- A copy of the business registration certificate or equivalent paper;

- The foreign trader’s document on appointment of head of the representative office;

- Copies of audited financial statements or documents proving the fulfillment of tax liabilities or financial obligations in the latest fiscal year or equivalent paper;

- A copy of the passport, people’ identity card or citizen’s identity card (for a Vietnamese) or a copy of the passport (for a foreigner) of the head of the representative office;

Documents on the expected location of the representative office.

Within that, a number of papers must be translated into Vietnamese or certified or consular legalized.

(Article 10, Decree No. 07/2016/ND-CP)

Authorized agency

Business registration department where the representative office is located

The provincial-level Industry and Trade Department of a locality or the management board of an industrial park, export-processing zone, economic zone or hi-tech park (in which a representative office is scheduled to be located) in case the specialized legal document has other regulations, the specialized legal document shall be regulated.

Operation time

No regulations

To operate under the term of a representative office establishment license.

The validity period of up to five years, which must not exceed the remaining validity term of the business registration certificate (or equivalent paper of the foreign trader) and a validity term.

(Article 9, Decree No. 07/2016/ND-CP)

Reporting regime

Being the dependent cost-accounting units so have no reporting regime to the state agencies

Annually, before January 30, representative offices and branches shall send by post reports on their operations in the preceding year, made according to a form set by the Ministry of Industry and Trade, to the licensing agency.

Representative offices and branches shall make reports, and supply documents on or explain matters related to their operation at the request of competent state management agencies.

(Article 32, Decree No. 07/2016/ND-CP)