Currently, many foreign investors wish to invest and do business in the Vietnamese market. Therefore, the demand for establishing a foreign company representative office in Vietnam is increasing. However, for those unfamiliar with business law, Vietnamese legal regulations may cause complications during the filing process. So, what documents and conditions are required to establish a foreign company representative office in Vietnam?
Documents for Establishing a Foreign Company Representative Office
According to the 2005 Commercial Law, Decree 07/2016/ND-CP, and Circular 11/2016/TT-BCT, the following documents are needed to register for the establishment of a representative office of a foreign company in Vietnam:
- Application form for establishing a representative office
- Legalized, notarized copies of the business registration certificate or equivalent documents issued by the competent authority of the foreign company’s country of establishment.
- Appointment document of the head of the foreign company’s representative office in Vietnam
- Notarized translations of financial reports or certifications of tax obligations compliance, or financial statements of the most recent fiscal year / equivalent documents issued by the competent authority where the foreign merchant was established / certificate of existence and operation of the foreign merchant for the most recent fiscal year.
- Notarized translations of passports/ID cards or Citizen Identification Cards
- Documents regarding the planned location of the representative office, including:
– Certified copy of the lease contract
– Notarized copy of the land use right certificate of the lessor
– The location of the foreign company’s representative office must comply with Vietnamese laws on security, order, labor safety, and legal conditions.
Conditions for Registering a Foreign Company Representative Office
And when establishing a foreign company’s representative office in Vietnam, the following conditions must be met:
- The foreign company has been established and registered for business according to the laws of the country that participates in international treaties to which Vietnam is a member, or is recognized by the laws of that country.
- The foreign company has operated in the host country for at least one year from the date of establishment or registration.
- The foreign business registration certificate states the duration of the contract. This license must be valid for at least one year from the date of submission in Vietnam.
- The activity content of the trade promotion and market research office in Vietnam.
- If the activity content of the representative office is consistent with Vietnam’s commitments or the foreign merchant is from a non-member territory of an international treaty Vietnam is part of, the establishment must be approved by the Minister or the head of the agency equivalent to the sector management authority.
Procedures after Establishing a Foreign Company Representative Office
And after successfully obtaining the certificate to establish the foreign company’s representative office, the following procedures must be carried out:
- Open a specialized bank account in Vietnamese Dong with an external currency component, at a bank authorized to operate in Vietnam, exclusively for use in the representative office’s activities.
- Annually, the representative office must send a written report on its activities for the year to the Department of Industry and Trade before January 30 of the following year.
- Establish a cash ledger for all income and expenditure during operations.
- Issue work permits for foreign employees working at the office (if any)
- Sign employment contracts with the head of the representative office and its staff
- Foreign companies must annually verify and certify salaries and income for the head and employees of the representative office.
- Pay personal income tax, social insurance for the head and employees (if any), retaining all related receipts.
- Fulfill other obligations as prescribed by Vietnamese law.
The above are the required documents, conditions, and procedures after completing the registration of a foreign company’s representative office in Vietnam. To better understand regulations and critical issues related to establishing a foreign company representative office in Vietnam, you may contact Apecdoc.org. Our firm specializes in consulting and assisting clients in resolving issues related to businesses and Vietnamese law, ensuring you receive comprehensive guidance on enterprise law.