Representative offices enable foreign traders to learn about the Vietnam market as well as promote their goods and/or services without having to pay a corporate income tax rate of 20%.
A foreign trader is entitled to set up a representative office in Vietnam once satisfying the following conditions:
In the event where a representative office's operation contents conflict with Vietnam's commitments, or its foreign trader is not from countries that are parties of the International Treaties of which Vietnam is a member, the establishment of said representative office must be approved by the Minister of relevant Ministries.
Heads of representative office of foreign traders must meet the following conditions:
Article 11 of Decree 07/2016/ND-CP
Application dossier for representative office establishment
Application letter for Establishment License of representative office;
Copies of the audited financial statements or documents of equal value proving real existence and operation of the foreign traders in the latest fiscal year;
A letter of appointment of the Chief Representative;
Copy of the passport or ID card (for Vietnamese) or copy of the passport (for foreigners) of the Chief Representative;
Documents on the expected location of the representative office, including:
Validity of Representative Offices Establishment License
The representative office’s license remains valid for a period of 5 years but not exceeding the remaining duration of the foreign trader’s Business Registration Certificate in case that Certificate does have a limitation on validity.
Article 4 and 14 of Decree 07/2016/ND-CP
Issuance fees of Representative Offices Establishment License
Issuance fee for a new License: ~USD140.
Fee for reissuance, amendment, supplement, and extension of the License: ~USD70.
Article 4 of Circular 143/2016/TT-BTC
Functions of Representative Offices
To function as a liaison office.
To promote the development of cooperation projects of the foreign traders in Vietnam.
To undertake market research to promote the opportunity of purchasing and selling goods, providing and consuming commercial services of the traders for whom they represent.
To execute trade promotion activities, such as:
A representative office may exhibit and introduce goods and services only for the traders it represents, which takes place exclusively at the representative office’s headquarters.
A representative office is not allowed to directly promote, organize, or participate in trade fairs and exhibitions. Only when being authorized by traders will it have the right to sign contracts with traders providing advertising, trade fair, and exhibition services.
To supervise and facilitate the execution of contracts signed with Vietnamese partners or related to the Vietnam market by the foreign traders for whom the representative offices represent.
Other activities permitted by Vietnamese law.
Article 103, 118, and 131 of the 2005 Commercial Law
Limitations of a Representative Office
A representative office is not permitted to undertake direct profitable activities in Vietnam.
A representative office may not enter into, amend, or supplement contracts already signed by foreign traders, except for the following:
The Chief Representative has a Power of Attorney from the foreign traders.
Contracts to rent head offices or rent and purchase equipment and facilities necessary for the representative office’s operations.
Contracts to recruit employees to work for the representative office.
Contracts to open accounts for the representative office’s operations.
A foreign trader cannot establish more than one representative office that has the same name within a province or city in Vietnam.
Article 18 of the 2005 Commercial Law, Article 3 of Decree 07/2016/ND-CP
Obligations of Representative Offices
To perform financial obligations in accordance with the law of Vietnam such as paying personal income tax (PIT) on behalf of the employees working for the representative office and other taxes on behalf of foreign contractors.
May not lend or sublease its head office.
To send reports on its activities in the previous year to the Department of Industry and Trade before the 30th day of January of every year.
And other statutory obligations.
Article 18 of the 2005 Commercial Law, Article 28 and 32 of Decree 07/2016/ND-CP
For more details, please contact:
PLF LAW FIRM
12th Floor, Ruby Tower,
81-85 Ham Nghi, District 1, Ho Chi Minh City, Vietnam
Tel: +8428 3821 2161 or +8428 3821 2162
Fax: +8428 3821 2165
8h00 - 17h30 (UTC+7)
Mondays - Fridays