Establishment of representative offices of foreign traders in Vietnam

Establishment of representative offices of foreign traders in Vietnam

Legal basis

Law on Commercial No. 36/2005/QH11 dated June 14, 2005.
Decree No.07/2016/ND-CP detailing the implementation of the Law on Commercial on the establishment, operation, rights and obligations of representative offices and branches of foreign traders in Vietnam.
Circular No. 11/2016/TT-BCT stipulating the form for implementing Decree No. 07/2016/ND-CP detailing the implementation of the Commercial Law on the establishment, operation, rights and obligations of representative offices, branches of foreign traders in Vietnam.

Thủ tục mở văn phòng đại diện của thương nhân nước ngoài tại Việt Nam

2.1. Requirements for grant of Licenses for Establishment of representatives offices

Foreign businesses shall be granted Licenses for Establishment of representative offices if they satisfy the following requirements:

The foreign trader 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;
The foreign trader has come into operation for at least 01 year from the date of establishment or registration;
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;
The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;
Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader 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 have given approval for establishment of the representative office.

2.2. The power to grant Licenses for Establishment of representative offices

The Department of Industry and Trade of the province where the representative office is expected to be located outside industrial parks, export-processing zones, economic zones or hi-tech zones shall grant, re-grant, adjust, extend or revoke the License for Establishment of the representative office and shall have the power to have such representative office shut down in case the establishment of the representative office has not been prescribed by specialized legislative documents.
Management Boards of industrial parks, export-processing zones, economic zones or hi-tech zones (hereinafter referred to as Management Boards) shall grant, re-grant, adjust, extend or revoke the License for Establishment of the representative office and shall have the power to suspend the operation of such representative offices located in industrial parks, export-processing zones , economic zones or hi-tech zones in case the establishment of such representative offices has not been prescribed by specialized legislative documents.

2.3. Procedure:

The foreign trader shall submit the application to the licensing agency where the representative office is expected to be located directly or by post or online (where applicable) .
Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete). The request for supplementation to the application shall be made only once during the processing of such application.
Within 07 working days from the date of receipt of complete and valid documents, the Licensing Agency shall issue or not issue the License to establish a Representative Office for foreign traders. In case of refusal to grant a permit, there must be a written statement clearly stating the reason.

Notes: Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory and the establishment of representative offices that has not prescribed by specialized legislative documents, the licensing agency shall submit a written request for directions to the relevant Ministry within 03 working days from the date of receipt of the valid application. Within 05 working days from the date of receipt of the request for directions from the licensing agency, the relevant Ministry shall submit the licensing agency a written notification of whether or not they approve for the application . Within 05 working days from the date of receipt of the notification from the relevant Ministry , the licensing agency shall send the applicant a written notice of whether the License for Establishment of the representative office is granted . In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

2.4. Applications for Licenses for Establishment of representative offices

An application form for License for Establishment of the representative office using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.
Copy of Business Registration Certificate or documents of equivalent value of foreign traders. This document must be certified or consularly legalized by Vietnamese diplomatic missions and consulates abroad in accordance with Vietnamese law;A letter of appointment of the head of the representative office;
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 trader issued or certified by competent authorities where such foreign trader is established;
Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;
Documents on the expected location of the representative office

2.5. How to apply

Submit application directly to the competent authority;
Submit online application (if eligible);
Submit application via postal service.

Reference

National Public service portal: https://dichvucong.gov.vn/p/home/dvc-tthc-thu-tuc-hanh-chinh-chi-tiet.html?ma_thu_tuc=221