Provide consultation on establishing representative offices in Vietnam

In the current integrated economy, foreign enterprises always want to expand the scope of investment to more countries, and it is impossible to not mention Vietnam. Representative office establishment is a popular way that foreign investors choose to invest in Vietnam.

In order to create favorable requirements to welcome and pave the way for foreign investors to invest in Vietnam, Siglaw provides thoughtful consultation to establish representative offices for foreign enterprises:

Conditions for establishing representative office of foreign investors in Vietnam

General conditions:

• Foreign investors may establish and register their business in accordance with the laws of countries or territories participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories.

• Foreign investors have operated for at least 01 year from the date of establishment or registration.

• In case the foreign investor's business registration certificate or paper of equivalent validity stipulates an operation term, that time limit must be at least 01 year from the date of application submission.

• The operation contents of the representative office must be consistent with Vietnam's commitments in international treaties to which Vietnam is a member.

• In case the operation of the representative office is inconsistent with Vietnam's commitments or the foreign investor is not a member of a country or territory participating in an international treaty to which Vietnam is a contracting party, the establishment of the representative office must be approved by the Minister, the Head of the specialized management ministerial-level agency.

Conditions for the name of the representative office:

• The representative office name must be written with letters of the Vietnamese alphabet, letters F, J, Z, W, numbers and symbols.

• The name of the representative office must bear the name of the foreign investor and the phrase "VAN PHONG DAI DIEN" (“REPRESENTATIVE OFFICE”).

• The representative office name must be written or attached at the representative office. The name of the representative office is printed or written in a smaller font size than the name of the foreign investor on transaction papers, documents and publications issued by the representative office.

Head office conditions:

• The location of the head office of a foreign investor's representative office must conform to the provisions of Vietnamese law on security, order, occupational safety and health conditions and other conditions as prescribed by law.

• Representative offices are not allowed to lend or sublease their headquarters.

Conditions for the leader:

The head of a representative offices of a foreign investor may not concurrently hold the following positions:

• Head of the Branch of the same foreign investor.

• Head of the Branch of another foreign investor.

• The legal representative of an economic organization established in accordance with the laws of Vietnam.

Procedures for establishing representative office of foreign investors in Vietnam

- Regulatory agency:

• Departments of Industry and Trade: Departments of Industry and Trade of provinces and centrally run cities where the trader plans to locate the representative office outside industrial parks, export processing zones, economic zones, and high-tech zones shall issue the Certificate of representative office establishment in case the establishment has not been specified in specialized legal documents.

• Management Board: The management board of industrial parks, export processing zones and high-tech zones shall issue the Certificate for representative establishment in cases where the establishment has not yet been regulated in specialized legal documents.

- Number of documents: 01 set.

- Time to receive results: 10 working days from the date of receiving complete and valid dossiers.

- Applications include:

• 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.

• Copies of the Certificate of Business Registration or equivalent documents of the foreign trader.

• 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 including:

  • Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the representative office.

  • Copies of documents on the expected location of the representative office in accordance with provisions of Article 28 Decree 07/2016/ND-CP and related laws.

Legal basis

• Commercial Law No. 36/2005/QH11 of the National Assembly dated June 14, 2005.

• Decree No. 07/2016/ND-CP of the Government dated January 25, 2016 detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam.

• Circular No. 11/2016/TT-BTC of the Ministry of Industry and Trade dated July 5, 2016 providing for the implementation form of Decree No. 07/2016/ND-CP dated January 25, 2016 of the Government detailing Commercial Law on representative offices and branches of foreign traders in Vietnam.

Consultation on representative office establishment for foreign enterprises that Siglaw provides

“Customer satisfaction is Siglaw's measure of success. With us, every customer is a brand ambassador!”

Therefore, Siglaw takes care of each customer in the most thoughtful way, when using Siglaw's representative office establishment for foreign enterprises consultation, customers will receive the most enthusiastic support as follows:

1. Provide consultation on the most optimal conditions, procedure, and implementation time for each specific case.

2. Provide consultation on the preparation of necessary documents and information and compile all documents for establishing representative offices.

3. Answer and provide consultation on legal regulations related to the establishment of representative offices.

4. Guide and provide consultation to clients in completing applications.

5. Provide consultation to clients in opening capital accounts, notify bank accounts to tax authorities.

6. Provide consultation on necessary requirements and sub-licenses for enterprises to conduct business activities in accordance with the law.

7. Answer and provide consultation on tax legal issues for representative offices after establishment and periodical reporting.

8. Provide consultation on necessary procedures according to regulations of foreign workers when working in Vietnam.

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