Setting up a representative office in Vietnam is a strategic way for foreign companies to explore the market without engaging in commercial activities. With LTS LAW, you’ll receive end-to-end legal support — from documentation to licensing — with a focus on compliance and speed in Vietnam.
REPRESENTATIVE OFFICE GUIDE
Learn about the legal requirements, application process and key considerations for foreign companies establishing a Representative Office in Vietnam.
For foreign companies exploring opportunities in Vietnam, selecting the appropriate legal structure is an important strategic decision. While establishing a foreign-invested company is suitable for businesses intending to conduct commercial activities, a Representative Office in Vietnam can serve as an effective option for companies seeking to understand the market, develop business relationships and establish an initial local presence.
A Representative Office allows a foreign company to maintain a formal presence in Vietnam without directly conducting profit-generating activities. It can perform permitted activities such as market research, promoting the activities of its parent company, monitoring market developments and facilitating communication with local partners and stakeholders.
A Representative Office provides foreign companies with a structured presence in Vietnam, allowing them to better understand market conditions, identify potential opportunities and build relationships with customers, partners and relevant stakeholders. It is commonly used by companies that wish to explore Vietnam before committing to a larger investment structure.
Representative Offices operate within a defined legal framework. They may conduct activities related to market research, promotional activities, information gathering and supporting the business objectives of their foreign parent companies. However, a Representative Office is generally not permitted to directly conduct commercial activities that generate revenue in Vietnam.
For many foreign companies, establishing a Representative Office represents the first step in their Vietnam market entry strategy. After gaining sufficient market understanding and evaluating business opportunities, companies may consider transitioning to a more comprehensive structure, such as establishing a foreign-invested company.
Conduct Market Research
Serve As a Coordinating Office
Support Parent Company Operations
It’s worth noting that Decree No. 07/2016/ND-CP eliminated the ability of Representative Offices in Vietnam to monitor and promote the performance of contracts with Vietnamese partners or within the Vietnamese market on behalf of their foreign parent companies.
This means that Representative Offices in Vietnam are prohibited from conducting commercial activities or assisting their parent entity in business operations within Vietnam.
However, Representative Offices in Vietnam have the right to recruit staff as required for their plans, including foreign individuals (with appropriate work permits) and establish bank accounts within Vietnam.
To legally establish a Representative Office in Vietnam, foreign companies must meet the following regulatory conditions:
The parent company must be lawfully registered in a country or territory that has a treaty with Vietnam or is recognized under such treaty.
The parent company must have been in operation for at least one year from the date of official business registration.
If the license has an expiry date, it must be valid for at least 1 more year from the filing date.
The intended scope of the Representative Office must be consistent with Vietnam’s international commitments.
Required if activities fall outside Vietnam’s commitments or come from non-treaty countries.
The Chief Representative of a foreign company’s Representative Office in Vietnam is subject to certain restrictions on holding other positions concurrently. Under Vietnamese regulations, the Chief Representative may not concurrently act as:
The head of a branch of the same foreign company.
The head of a branch of another foreign company.
The legal representative of the foreign company or another foreign company.
The legal representative of a company established under Vietnamese law.
Step 1: Prepare Essential Documents for Application
Office Lease Agreement: A signed lease or pre-lease agreement for the proposed Representative Office address in Vietnam.
Chief Representative’s Passport: A notarized copy of the appointed Chief Representative’s valid passport.
Parent Company Profile: Includes the business registration certificate, a letter of appointment for the Chief Representative, and either audited financial statements for the latest fiscal year or an official confirmation of tax obligation fulfillment, issued by a competent authority in the home country — all properly legalized and translated into Vietnamese as required by law.
Step 2: Submit Your Application to the Authorities
Step 3: Complete Post-Licensing Registrations
*Important: Allocate ample time for the collection of essential documents from the investor’s home country.
Operating a Representative Office in Vietnam requires continuous attention to employment, tax, reporting and licensing obligations. LTS LAW provides practical legal support to help foreign companies maintain compliance and operate their Representative Offices effectively.
Representative Offices are required to submit annual reports on their activities to the relevant authorities in accordance with Vietnamese regulations.
Although Representative Offices are generally not subject to corporate income tax due to their non-commercial nature, they remain responsible for fulfilling applicable tax obligations, including personal income tax declarations for employees.
Representative Offices may employ local and foreign employees in accordance with Vietnamese labor regulations. Foreign employees, including the Chief Representative where applicable, must obtain the required work permit before commencing employment.
A Representative Office License is generally valid for five years and may be renewed in accordance with Vietnamese regulations. To ensure uninterrupted operations, the renewal application should be submitted at least 30 days before the license expiry date.
No. A Representative Office in Vietnam is not allowed to engage in profit-generating activities such as sales or service provision. Its role is limited to market research, liaison, and promotion on behalf of the parent company.
The standard processing time is approximately 02 months, including license issuance, tax registration, and post-licensing procedures. LTS LAW can support you throughout the process to ensure timely completion.
The Chief Representative may be a foreigner and must be officially appointed by the parent company. They cannot concurrently serve as the head of any branch or act as the legal representative or director of any foreign or Vietnamese entity. If absent from Vietnam for over 30 days, they must delegate authority in writing with the parent company’s consent. Without delegation, the parent company must appoint a replacement.
Yes. Key corporate documents and the passport of the Chief Representative must be consular legalized and translated into Vietnamese, in accordance with local legal requirements. LTS LAW can assist with this entire process.
From Initial Setup to Ongoing Compliance. LTS LAW assists foreign companies with Representative Office establishment, licensing and ongoing compliance requirements in Vietnam. Our lawyers provide practical legal guidance tailored to each client’s objectives.
Advising on eligibility, structure, documentation and licensing procedures for establishing a Representative Office in Vietnam.
Advising on eligibility, structure, documentation and licensing procedures for establishing a Representative Office in Vietnam.
Preparing, reviewing and submitting required applications while assisting clients throughout the licensing process with relevant authorities.
Assisting with post-establishment procedures, including tax registration, seal registration, PIT registration and bank account opening.
Providing ongoing legal support for reporting obligations, amendments, operational compliance and regulatory matters.
Assisting with employment arrangements, work permits, visas and temporary residence cards for foreign employees and representatives.
Providing legal assistance for termination procedures, deregistration and completion of required closing obligations.
Ready to Establish Your Presence in Vietnam?
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Whether you require strategic legal advice, ongoing legal support or assistance with a specific legal matter, our lawyers are ready to assist. We welcome the opportunity to understand your objectives and discuss how LTS LAW can support you.
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