Tiếng ViệtEstablishing a representative office of a foreign company in Vietnam is the first step for international businesses to expand their operations and access the promising Southeast Asian market. However, the legal procedures are relatively complex, requiring documents to be consular legalized, notarized translated, and submitted to the competent authorities.
In this article, Lexconsult & Partners provides a detailed guide on the conditions, required documents, procedures, timelines, and the rights and obligations of representative offices — helping foreign enterprises clearly understand all legal requirements before setting up in Vietnam.
1. Definition and Legal Basis for Establishing a Representative Office of a Foreign Company in Vietnam
1.1. Definition and Characteristics of a Foreign Representative Office in Vietnam
According to Article 3 of the Commercial Law 2005, a representative office of a foreign trader in Vietnam is a subsidiary unit of a foreign company, established under Vietnamese law for the purposes of trade promotion, market research, and supporting the parent company’s business activities.
A representative office does not have independent legal status and is not permitted to engage in profit-generating commercial activities such as directly trading, signing contracts for the purchase and sale of goods, or providing services in Vietnam. Instead, its functions are primarily supportive and liaison in nature, including:
– Acting as the administrative and communication representative of the parent company in Vietnam;
– Promoting the brand, introducing products, and seeking potential business partners;
– Collecting information and conducting market research in Vietnam, then reporting back to the parent company;
– Monitoring, supervising, or facilitating the execution of contracts signed between the parent company and Vietnamese partners.
Given these characteristics, establishing a representative office of a foreign company in Vietnam is a suitable option for international traders who wish to explore the market and establish a lawful presence without forming a separate legal entity or branch.
1.2. Legal Basis Governing the Operation of Foreign Representative Offices in Vietnam
The operation of representative offices is governed by the Commercial Law 2005, Decree No. 07/2016/NĐ-CP, and relevant guiding documents. These legal instruments also serve as important foundations in procedures for obtaining an Investment Registration Certificate (IRC) or adjusting FDI activities of foreign traders.
Accordingly, the operation of foreign representative offices in Vietnam is primarily regulated by the following legal documents:
– Commercial Law 2005 – stipulates the principles, rights, and obligations of foreign traders conducting commercial activities in Vietnam;
– Decree No. 07/2016/NĐ-CP dated January 25, 2016 of the Government – provides detailed guidance on the establishment, operation, and termination of representative offices and branches of foreign traders in Vietnam;
– Relevant provisions under the Labor Law, Tax Law, Social Insurance Law, and the administrative regulations of the local Department of Industry and Trade where the representative office is located.
A foreign representative office in Vietnam is a common and legally recognized form of presence, enabling international businesses to promote trade and conduct market research without having to register an independent legal entity. Understanding the concept, characteristics, and legal framework is therefore an essential foundation before proceeding with the establishment of a representative office of a foreign company in Vietnam.
2. Conditions for Establishing a Representative Office of a Foreign Company in Vietnam
According to Article 7 of Decree No. 07/2016/NĐ-CP, a foreign trader shall be granted a License for Establishment of a Representative Office in Vietnam when fully meeting the following conditions:
2.1. Legal Requirements for the Foreign Parent Company
– The foreign trader must be legally established and registered for business under the laws of the country or territory that is a member of the WTO or has commercial relations with Vietnam.
– The parent company must have been operating for at least one (01) year from the date of establishment or business registration.
– If the parent company’s business registration certificate specifies a limited duration of operation, such duration must be valid for at least one (01) more year from the date of submitting the application.
– The scope of activities of the representative office must conform to Vietnam’s market access commitments under international treaties to which Vietnam is a party.
– In cases where the intended activities are not covered by Vietnam’s market commitments, or the parent company is from a country without a bilateral or multilateral treaty with Vietnam, the establishment must be approved in writing by the Minister of the relevant specialized management authority.
2.2. Conditions Regarding Office Location and Scope of Activities
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– The office location must have a specific and lawful address, not located in collective housing, residential premises not permitted for business use, or restricted areas under urban planning.
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– The scope of activities of a representative office is limited to trade promotion, market research, and support for the parent company — it is not permitted to engage in direct business activities, generate profits, or enter into commercial contracts (unless legally authorized by the parent company).
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In cases where the enterprise intends to establish a 100% foreign-owned company in Vietnam instead of merely opening a representative office, it must additionally prepare investment registration documents, capital commitments, and other conditions in accordance with the Law on Investment 2020.
If the parent company changes its scale or location of operation, it must amend the Investment Registration Certificate (IRC) accordingly.
3. Application Dossier and Procedure for Establishing a Representative Office of a Foreign Company
3.1. Required Application Documents for Establishing a Representative Office
According to Article 10 of Decree No. 07/2016/NĐ-CP, an application dossier for a License for Establishment of a Representative Office includes the following documents:
– Application form for the license to establish a representative office (using the form issued by the Ministry of Industry and Trade);
– Consularly legalized copy of the Certificate of Business Registration or an equivalent document of the parent company;
– Audited financial statement of the latest fiscal year, or a certificate of the parent company’s actual business operation;
– Certified copy of the passport or ID card of the head of the representative office;
– Decision on appointment of the head of the representative office;
– Lease agreement or legal ownership documents proving the lawful right to use the office location;
– Power of attorney for the applicant (if any).
3.2. Procedure for Obtaining a License to Establish a Foreign Representative Office
After preparing a complete and valid dossier, the foreign trader must follow the procedure for applying for a License for Establishment of a Representative Office in Vietnam as provided in Article 11 of Decree No. 07/2016/NĐ-CP.
| Step | Process Description | Processing Time | Notes |
|---|---|---|---|
| Step 1. Submit the dossier | Submit the application directly, by post, or online to the Department of Industry and Trade of the province/city where the representative office will be located. | Upon completion of the dossier | All foreign documents must be consularly legalized and notarized in Vietnamese. |
| Step 2. Dossier verification | The Department of Industry and Trade reviews and may request additional documents (only once). | Within 03 working days | Written notice must specify reasons if the dossier is incomplete. |
| Step 3. License issuance | The licensing authority grants or refuses to grant the establishment license. | Within 07 working days | If refused, the authority must provide a written explanation. |
| Step 4. Consultation with relevant ministry (if required) | For specialized sectors (e.g., education, healthcare, finance), the Department of Industry and Trade must consult the relevant line ministry. | The Department sends a request within 03 days, the ministry replies within 05 days, and the Department issues a decision within 05 days | Total processing time may extend by 5–10 additional working days. |
Average processing time: 7–15 working days, depending on dossier completeness and the business sector.
3.3. Validity Period and Fees for the Representative Office License
– Validity of the License: Under Article 9 of Decree No. 07/2016/NĐ-CP, the License for Establishment of a Representative Office is valid for 5 years, but not exceeding the remaining term of the parent company’s business registration certificate (if the latter has a limited duration).
– Fees: According to Article 26 of Decree No. 07/2016/NĐ-CP and Circular No. 64/2025/TT-BTC, the applicable fees are as follows:
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License issuance fee: 25,000 VND per application;
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Fee for publication of registration information: 100,000 VND per publication;
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Full exemption of fees if the dossier is submitted online via the National Business Registration Portal.
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4. Rights and Obligations of a Foreign Company’s Representative Office in Vietnam
According to Clause 3, Article 16, and Articles 17 and 18 of the Commercial Law 2005, a representative office is a dependent unit of a foreign trader, permitted to operate within a defined scope in Vietnam and required to fully comply with Vietnamese laws.
4.1. Authorized Rights of a Representative Office
– Hire Vietnamese and foreign employees in accordance with legal regulations to serve the office’s operations. Recruitment must comply with the Labor Code, Social Insurance Law, and Health Insurance Law regarding employment contracts and statutory benefits.
– Lease office premises, equipment, and necessary facilities to support administrative, trade promotion, and market research activities. The office must have a lawful address and cannot be located in residential buildings or areas prohibited for business use.
– Conduct trade promotion and market research activities aimed at introducing and promoting the parent company’s products or services, as well as exploring investment and cooperation opportunities in Vietnam.
– Perform tasks lawfully authorized by the parent company, including signing contracts, monitoring contract performance, or coordinating business activities within the authorized scope.Be protected under Vietnamese law for its legitimate rights and interests during operation, including the right to lodge complaints or request intervention from competent authorities when such rights are infringed.
4.2. Legal Obligations and Responsibilities of a Representative Office
– Not engage in profit-generating business activities, and not derive revenue or profits from the sale of goods or provision of services in Vietnam.
– Submit an annual activity report to the Department of Industry and Trade where the office is located, no later than January 30 each year, using the prescribed form issued by the Ministry of Industry and Trade.
– Fulfill all legal obligations related to labor, taxation, social insurance, and health insurance for employees working at the office.
– Comply with specialized legal regulations, including those on security and order, occupational safety, fire prevention and fighting, environmental sanitation, and other local administrative requirements applicable to operations in Vietnam.
– The Head of the Representative Office is personally responsible to both the parent company and Vietnamese law for all activities of the office within the authorized scope. When leaving Vietnam, the head must authorize another individual in writing to act on their behalf in managing the office.
5. Common Risks When Establishing a Representative Office of a Foreign Company and How to Handle Them
Although the procedure for establishing a representative office is clearly regulated under Decree No. 07/2016/NĐ-CP, in practice, many foreign traders still face administrative obstacles and legal risks during the preparation and implementation process.
| Common Risks | Causes and Consequences | Solutions and Recommendations |
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| 1. Invalid dossier or lack of consular legalization | – Parent company documents have not been consularly legalized or notarized and translated in accordance with Vietnamese law. – The dossier lacks mandatory documents such as audited financial statements, power of attorney, or lease agreement. → The licensing process is delayed or rejected due to repeated requests for supplementation. |
– Ensure all parent company documents are consularly legalized. – Translate and notarize all documents into Vietnamese as required. – Verify that the parent company has been operating for at least one year. – Engage lawyers or professional consulting firms to review the dossier before submission. |
| 2. Office location at an invalid address | – The chosen address is located in a residential building, collective housing, or an area not zoned for business purposes. → License may be denied or later revoked, requiring relocation. |
– Lease offices in commercial buildings or industrial zones legally permitted for business use. – Check zoning and land-use purposes before signing the lease. – Submit the lease agreement and proof of lawful use rights with the license application. |
| 3. Failure to submit annual activity reports to authorities | – The representative office does not submit its annual report to the Department of Industry and Trade. → May be fined VND 20–30 million under Decree No. 122/2021/NĐ-CP, or license revoked if the violation occurs for two consecutive years. |
– Submit the annual report before January 30 each year using the prescribed form issued by the Ministry of Industry and Trade. – Set up a reporting calendar and assign responsible staff. – Reports may be submitted online or by post to ensure timely compliance. |
| 4. Non-compliance with regulations on the head of the representative office | – The head of the representative office does not reside legally in Vietnam or leaves the country for an extended period without proper delegation of authority. → The office may be fined or temporarily suspended. |
– When the head of the office leaves Vietnam, a written power of attorney must be executed to authorize another person to manage operations. – Ensure the authorized person meets the conditions under Article 33 of Decree No. 07/2016/NĐ-CP. |
Recommendations from Lexconsult & Partners
To minimize risks during the establishment and operation of a foreign representative office, foreign enterprises should:
– Prepare the dossier properly using the official templates, with all documents duly consularized and legalized before submission.
– Verify the legality of the office address before signing any lease agreement.
– Maintain timely submission of annual activity reports to avoid penalties.
– Engage the full-service legal consulting team at Lexconsult & Partners for comprehensive support throughout the licensing process, dossier review, and direct coordination with competent authorities.
6. Legal Consultancy Services for Establishing a Representative Office of a Foreign Company – Lexconsult & Partners
Establishing a representative office of a foreign company in Vietnam is the first step for international businesses seeking to expand their market presence and operate legally in the country. However, this process requires careful document preparation, consular legalization, and direct coordination with competent authorities.
Lexconsult & Partners provides a comprehensive legal consulting service that helps foreign enterprises complete all procedures quickly, accurately, and in full compliance with Vietnamese law.
6.1. Legal Support Process at Lexconsult & Partners
| Step | Process Description | Outcome |
|---|---|---|
| 1. Initial legal consultation | FDI lawyers evaluate the business sector, office address, and scope of the representative office’s activities under Vietnamese law. | Clearly identify eligibility and legal compliance before dossier submission. |
| 2. Dossier preparation and review | Guidance on preparing all required documents: business license, audited financial statements, office lease agreement, power of attorney, etc. | Complete dossier prepared in accordance with the Ministry of Industry and Trade’s templates. |
| 3. Consular legalization and translation | Lexconsult & Partners arranges legalization of foreign documents and notarized Vietnamese translations. | Fully compliant dossier under Vietnamese legal requirements. |
| 4. Filing and liaison with licensing authorities | Acting on behalf of the client, Lexconsult submits the dossier to the Department of Industry and Trade or the Industrial Zone Management Board and monitors the process. | Issuance of the official License for Establishment of the Representative Office. |
| 5. Post-licensing assistance | Guidance on seal registration, activity reporting, license renewal, and change of head office or representative (if needed). | Representative office operates stably and lawfully in Vietnam. |
Processing time: From 7–10 working days for valid dossiers.
6.2. Advantages of Using Lexconsult & Partners’ Services
– Save time and costs — no need for clients to handle the submission themselves.
– Legally valid dossiers accepted by authorities on the first submission.
– Minimize administrative and legal risks, avoiding dossier rejection or licensing delays.
– Specialized legal advice tailored to the client’s business sector, ensuring compliance with WTO, EVFTA, and CPTPP commitments.
– Comprehensive post-licensing support: annual activity reports, information updates, and license renewal.
Lexconsult & Partners – Your trusted legal partner for establishing a foreign representative office in Vietnam safely, efficiently, and in full compliance with the law.
7. FAQ – Frequently Asked Questions about Establishing a Foreign Company’s Representative Office in Vietnam
Is a foreign representative office in Vietnam allowed to conduct business activities?
→ No. A representative office is only permitted to conduct market research, trade promotion, and liaison activities with partners — it is not allowed to engage in profit-making business operations under the Commercial Law 2005.
How long does it take to establish a representative office of a foreign company in Vietnam?
→ Typically 7–10 working days from the date of submission of a complete and valid dossier to the Department of Industry and Trade or the Industrial Zone Management Board.
How long is the representative office license valid, and can it be renewed?
→ The license is valid for up to 5 years and may be renewed multiple times as long as the parent company remains legally operational.
Does a representative office have to pay taxes in Vietnam?
→ It is not subject to Corporate Income Tax (CIT), but must declare and pay Personal Income Tax (PIT) for employees, contribute to social and health insurance, and submit annual activity reports to the competent authorities.
Can a foreign company establish multiple representative offices in Vietnam?
→ Yes, but only one representative office per province or city is allowed. If the company wishes to open offices in other localities, separate applications must be submitted for each.
Establishing a foreign representative office in Vietnam is not overly complicated when prepared in accordance with legal requirements. Businesses simply need to ensure valid documentation, select a compliant office location, and fulfill periodic reporting obligations to operate legally and sustainably.
If your business plans to establish a representative office in Vietnam, let Lexconsult & Partners accompany you — from legal condition review, dossier preparation, and consular legalization to submission and license issuance.
💬 Contact Lexconsult & Partners today for comprehensive, fast, accurate, and fully compliant legal consulting services, helping your foreign business establish a lawful and stable presence in the Vietnamese market.
📞 Hotline: 0938 507 287
📧 Email: info@lexconsult.com.vn
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