In the context of Vietnam’s economy increasingly integrating with the global market, establishing a representative office for foreign companies has become a strategic move for many international businesses. A representative office not only enhances brand presence but also lays the groundwork for market research and long-term investment activities in Vietnam. The following article will help foreign enterprises understand the necessary steps to establish a representative office in Vietnam — with the trusted support of APEX PARTNERS.

What is a Representative Office of a Foreign Company?

According to Vietnamese law, a representative office is a dependent unit of a foreign trader, permitted to operate in Vietnam to perform functions such as:

• Promoting commercial activities
• Seeking investment and cooperation opportunities
• Conducting market research
• Supporting the parent company in transactions with Vietnamese partners

It is important to note that a representative office is not allowed to engage in profit-generating activities (such as selling goods or signing commercial contracts). However, it plays a crucial role in expanding the parent company’s business network in Vietnam.

Conditions for Establishing a Representative Office of a Foreign Company

• Must be a legally established business under the laws of the country of origin.
• Must have been operating for at least one year from the date of issuance of the Business Registration Certificate.
• The business activities must align with the intended scope of operation in Vietnam.
• Must not fall under the list of entities restricted or prohibited from opening representative offices according to Vietnam’s laws or international commitments.

Application Dossier for Establishing a Representative Office of a Foreign Company

A complete application submitted to the licensing authority typically includes:

• An application form for the License to Establish a Representative Office (in the prescribed format).
• A notarized copy of the parent company’s Business Registration Certificate.
• A letter of appointment for the head of the representative office.
• A copy of the passport or identification document of the appointed head.
• The most recent annual financial statement of the parent company.
• The lease agreement for the office location in Vietnam.
• Other documents as required by the Department of Industry and Trade of the relevant province or city.

Note: Foreign documents must be consular legalized and translated into Vietnamese with notarized certification, in accordance with Vietnamese law.

Procedure for Establishing a Representative Office of a Foreign Company

1. Step 1: Prepare the application dossier
2. Step 2: Submit the dossier to the Department of Industry and Trade in the province/city where the office is intended to be located
3. Step 3: The licensing authority reviews and evaluates the application
4. Step 4: Receive the Operation License (within 7–10 working days)
5. Step 5: Register the office seal and tax code

Important Notes When Establishing a Representative Office

Not allowed to conduct profit-generating commercial activities

A representative office is only permitted to carry out functions such as market research, brand promotion, and supporting the parent company in transactions with partners in Vietnam. According to regulations, a representative office does not have independent legal status and is not allowed to sign commercial contracts, trade goods, issue invoices, or directly perform financial obligations with customers in Vietnam.

Must comply with management and periodic reporting requirements

The representative office operates under the supervision of local authorities, especially the Department of Industry and Trade where the office is based. Therefore, the office must fulfill obligations such as submitting annual activity reports, updating changes (if any), and maintaining records and documentation as required by law.

Monitor license validity and renew in a timely manner

The license for a representative office is typically valid for a maximum of five years. Before the license expires, the enterprise must proactively prepare renewal documents and submit them on time to avoid disruption in operations.

Conclusion

Establishing a representative office of a foreign company is a strategic move that allows international businesses to expand their presence in the promising Vietnamese market. However, to ensure a smooth, efficient, and legally compliant process, choosing a professional consulting firm is essential. With a team of experienced lawyers, a transparent and effective working process, APEX PARTNERS is committed to accompanying you from the very first step until all procedures are completed, helping you establish a strong and sustainable presence in Vietnam.