Tiếng Việt
During its operation in Vietnam, the information of a foreign company or its Representative Office (RO) may change from the information stated in the Representative Office License.
Where such changes fall within the cases prescribed by law, the foreign company must carry out the procedure for amendment of the Representative Office License to update the relevant information.
Amending the License not only ensures that the RO’s legal information remains accurate, but is also an important compliance obligation throughout its operation in Vietnam.
This article outlines the cases requiring a License amendment, required documents, applicable deadlines, procedures, processing time and relevant fees.
Need to amend your Representative Office License in Vietnam?
LTS LAW advises and assists foreign companies in reviewing proposed changes, preparing the required documents and carrying out the Representative Office License amendment procedure with the competent authority.
1. When Must a Representative Office License Be Amended?
Under applicable regulations, a foreign company must carry out the procedure for amendment of its Representative Office License in the following cases:
(i) Change in the Name or Registered Address of the Foreign Company
Where the foreign company changes its name or registered address, the corresponding information of the Representative Office must be updated on the License.
(ii) Change of Chief Representative
Where the Chief Representative is replaced, the foreign company must carry out the License amendment procedure in accordance with applicable regulations.
(iii) Change in the Name of the Representative Office
Where the name of the Representative Office changes from the information stated on the License, the foreign company must carry out the amendment procedure.
(iv) Change in the Activities of the Representative Office
Where the activities of the Representative Office are changed in circumstances subject to amendment under applicable regulations, the foreign company must amend the License accordingly.
(v) Change of the Representative Office Address Within the Same Province or City
Where the Representative Office relocates its registered office but remains within the same centrally administered province or city, or within the geographical area under the management of the same Management Board, the License amendment procedure applies.
2. When Is a New License Required Instead of an Amendment?
This distinction is important.
Not every change to the Representative Office’s location is handled through a License amendment.
Where the Representative Office relocates from one centrally administered province or city to another; or from a geographical area under the management of one Management Board to a geographical area under the management of another Management Board, the foreign company must carry out the procedure for reissuance of the Representative Office License, rather than amend the existing License.
A new License may also be required where the existing License is lost, destroyed, damaged or otherwise rendered unusable, in accordance with the applicable regulations.
Related: See [Setting Up a Representative Office in Vietnam].
3. Deadline for Amending a Representative Office License
The foreign company must complete the License amendment procedure within 60 working days from the date on which the relevant change occurs.
Accordingly, once a change occurs in the information of the foreign company or Representative Office, the company should not wait until the License is approaching expiry before taking action.
Monitoring and updating the License in a timely manner forms part of the Representative Office’s ongoing legal compliance in Vietnam.
4. Documents Required to Amend a Representative Office License
The amendment application generally consists of one set of documents.
1. Application for License Amendment
An application for amendment of the Representative Office License using the prescribed form issued by the Ministry of Industry and Trade and signed by an authorised representative of the foreign company.
2. Documents Evidencing the Change
Depending on the nature of the proposed amendment, supporting documents must be provided to evidence the relevant change.
a. Change in the Name or Registered Address of the Foreign Company
A copy of the legal document issued by the competent authority evidencing the change in the name or registered address of the foreign company.
b. Change in the Activities of the Representative Office
A copy of the legal document issued by the competent authority evidencing the change in the activities of the foreign company.
c. Change of Chief Representative
The application includes:
- A document issued by the foreign company appointing the new Chief Representative;
- A copy of the new Chief Representative’s passport or identity card/citizen identification card where the individual is Vietnamese;
- A copy of the passport where the new Chief Representative is a foreign national;
- Documents evidencing that the former Chief Representative has fulfilled their personal income tax obligations up to the date of the change.
d. Change of the Representative Office Address Within the Same Province or City
The application includes:
- A copy of the memorandum of understanding or lease agreement for the premises; or
- A copy of documents evidencing the foreign company’s right to exploit or use the premises as the Representative Office’s registered office;
- A copy of documents relating to the proposed Representative Office premises as required by applicable regulations.
3. Original Representative Office License
The foreign company must submit the original Representative Office License currently in effect.
5. Do Foreign-Language Documents Need to Be Consularly Legalised?
Foreign-language documents evidencing the relevant change must be translated into Vietnamese and certified in accordance with Vietnamese law where required.
Documents evidencing changes relating to the foreign company must be certified by a Vietnamese diplomatic mission or consular authority overseas or consularly legalised in accordance with Vietnamese law.
Foreign companies should therefore determine the applicable legalisation and translation requirements when preparing the application to avoid unnecessary delays.
6. Procedure for Amending a Representative Office License
The basic procedure consists of the following steps:
Step 1 — Identify the Change
The foreign company reviews the proposed change.
Step 2 — Prepare the Application
Prepare the application for amendment together with the documents evidencing the relevant change.
Foreign documents should undergo certification, consular legalisation, translation and certification formalities as applicable.
Step 3 — Submit the Application
The foreign company submits the application directly, by post or online where eligible, to the licensing authority.
Step 4 — Application Review
Within 03 working days from receipt of the application, the licensing authority reviews the dossier and requests supplementation if it is incomplete or invalid.
Step 5 — License Amendment
Except where consultation with the relevant line ministry is required, the licensing authority will amend the Representative Office License within 05 working days from receipt of a complete and valid application.
If the amendment is refused, the licensing authority must issue a written explanation stating the reasons.
7. Processing Time for a Representative Office License Amendment
For standard cases, the licensing authority will amend the Representative Office License within 05 working days from receipt of a complete and valid application.
Before that, within 03 working days from receipt of the application, the licensing authority reviews the completeness and validity of the dossier and may request supplementation where necessary.
For cases requiring consultation with a relevant line ministry, the overall processing period will depend on the consultation process and the statutory timelines applicable to the relevant authorities.
8. Fee for Amending a Representative Office License
Under the applicable fee regulations, the fee for reissuance, amendment, supplementation or renewal of a Representative Office License is VND 1,500,000 per License.
9. Penalties for Failing to Amend the Representative Office License
Foreign companies should pay particular attention to the 60-working-day deadline from the date on which the relevant change occurs.
Under Article 67 of Decree No. 98/2020/ND-CP, the following violation: Failure to carry out the procedure for amendment or reissuance of a Representative Office License where required by law, may result in a fine of VND 5,000,000 to VND 10,000,000.
10. How LTS LAW Supports Representative Office License Amendments
LTS LAW advises and assists foreign companies throughout the process of amending their Representative Office Licenses in Vietnam.
Our support may include:
- Determining whether a proposed change requires a License amendment;
- Advising on the 60-day deadline for completing the procedure;
- Reviewing the application and supporting documents;
- Preparing and completing the application dossier;
- Assisting with consular legalisation, translation and certification of documents;
- Representing or acting under authorisation before the licensing authority;
- Following up on the application;
- Obtaining the amended Representative Office License.
Where a proposed change also relates to the validity period of the License, LTS LAW can advise on whether the amendment and renewal procedures may be carried out together, depending on the circumstances.
[Learn More About Representative Office Legal Renewal Services in Vietnam]
11. Frequently Asked Questions
1. How long does a foreign company have to amend its Representative Office License?
The foreign company must complete the amendment procedure within 60 working days from the date on which the relevant change occurs, where the change falls within the cases requiring a License amendment.
2. Does changing the Chief Representative require an amendment to the License?
Yes. A change of Chief Representative is one of the circumstances requiring an amendment to the Representative Office License.
4. Does relocating a Representative Office to another province require a License amendment?
No. Where the Representative Office relocates from one province or centrally administered city to another, in circumstances prescribed by law, the foreign company must follow the procedure for reissuance of the Representative Office License, rather than amend the existing License.
5. What procedure applies if the Representative Office License is lost or damaged?
Where the License is lost, destroyed, damaged or otherwise rendered unusable, the case falls under the procedure for reissuance of the Representative Office License.
6. How long does a Representative Office License amendment take?
For standard cases, the licensing authority will amend the License within 05 working days from receipt of a complete and valid application. Before that, the authority has up to 03 working days to review the application and request supplementation if it is incomplete or invalid.
7. How much is the License amendment fee?
The fee for reissuance, amendment, supplementation or renewal of a Representative Office License is VND 1,500,000 per License under the applicable regulations.
8. Can a company be penalised for failing to amend its License on time?
Yes. Failure to carry out the required amendment or reissuance procedure may result in a fine of VND 5,000,000 to VND 10,000,000 under Article 67 of Decree No. 98/2020/ND-CP.
During its operation in Vietnam, the information of a foreign company and its Representative Office may change. Where a change falls within the cases prescribed by law, the foreign company must proactively carry out the procedure for amending the Representative Office License.
In particular, companies should note the 60-working-day deadline from the date of the relevant change.
Regularly reviewing the information stated on the License and completing the appropriate procedure in a timely manner can help the Representative Office maintain accurate legal information and minimise compliance risks throughout its operation.
Need to amend your Representative Office License in Vietnam?
Contact LTS LAW for advice on the relevant change, required documents, applicable deadlines and procedures.
This article is provided for general informational and reference purposes only and does not constitute legal advice. The application of relevant laws and procedures may vary depending on the specific documents, circumstances, and countries or territories involved.
For advice tailored to your specific circumstances, please contact LTS LAW FIRM for further consultation and legal assistance.
LTS LAW FIRM
6th Floor, 520 Cach Mang Thang Tam
Nhieu Loc Ward, Ho Chi Minh City, Vietnam
Tel: (+84) 965 000 524
Email: contact@lts.com.vn
