If you’re thinking about growing your business in Vietnam, establishing a Representative Office (RO) can be a wonderful place to start. A RO acts as a liaison office and is generally not permitted to conduct profit-generating business activities in Vietnam; yet, it can be a fantastic tool to explore a new market, perform research, and assess potential before forming a firm.
We’ll go over everything you need to know about establishing a Vietnam Representative Office in this article. We’ll go through the eligibility requirements, the RO’s rights and responsibilities, the licensing and post-licensing procedures, and what you need to do for the post-license process. Finally, we will talk about how we can assist you with your company’s secretarial and tax services.
Eligibility for setting up a representative office in Vietnam
Foreign enterprises that have been in existence for at least one year and have overseas operations are eligible to establish a Representative Office in Vietnam. Under Vietnam’s framework for representative offices of foreign traders (commonly implemented under Government Decree No. 07/2016/ND-CP), a foreign trader may be licensed to establish an RO if it meets all key conditions, including:
- The foreign trader is legally established/registered under the law of a country/territory that is a party to a treaty to which Vietnam is a contracting party, or is otherwise recognized under the law of that country/territory.
- The foreign trader has been operating for at least 01 year since establishment/business registration.
- If the foreign trader’s business registration (or equivalent) states a term/validity period, the remaining term must be at least 01 year from the application submission date.
- The proposed RO activities must align with Vietnam’s market-access commitments in relevant treaties; otherwise, the establishment may require approval from the competent line ministry.
The RO’s purpose should remain non-revenue-generating in Vietnam (e.g., liaison, market research, and promotion), consistent with the legal scope for representative offices.
What are a Representative Office’s Rights and Obligations in Vietnam?
You are not permitted to engage in direct commercial activity as a Vietnam-based Representative Office. Instead, the office operates as a liaison for its parent corporation, conducting market research, attracting clients, and configuring projects.
The RO can rent premises and make purchases for general charges, office equipment, and office supplies from its office. Similarly, if the parent business is no longer able to sponsor the RO, it can swiftly close it and notify the appropriate authorities. Any shutdown/termination must follow the statutory process with the licensing authority, and the foreign trader must settle obligations (including outstanding taxes, contracts, debts, and employees’ lawful benefits) in accordance with Vietnamese law.
What is the procedure and time frame for licensing?
The licensing process takes around 7 working days from the date the licensing authority receives a complete and valid dossier (except cases requiring consultation with a line ministry, which can extend the statutory timeline).
The competent licensing authority depends on the RO’s location:
- Provincial Department of Industry and Trade (DOIT) for ROs located outside industrial parks/export processing zones/economic zones/hi-tech parks; or
- The relevant Management Board for ROs located within those zones/parks (unless a specialized law applies).
The application contains:
- an application form for establishment of the RO (in the form prescribed by the Ministry of Industry and Trade)
- a legalized copy of letter of authorization from the head office
- a legalized copy of the parent company’s business registration certificate.
- an Audited financial report or Confirmation on tax/financial obligations implementation for the previous year or the like is mandatory.
- parent company’s articles of incorporation or equivalent documents (not mandatory)
- Decision of appointing Chief of Rep Office
- dentification/passport copy of the Head/Chief Representative
- Documents proving the lawful right to use the proposed RO location (e.g., lease/MOU and related location documents as required)
Foreign-issued documents typically require Vietnamese translation (with certification as required) and, for certain documents (notably the parent’s business registration/equivalent), consular legalization/certification in line with Vietnamese requirements.
What are the requirements for Post-license Procedure?
FFollowing the acquisition of the RO license, the RO must undertake the following:
To complete the registration process, the RO must register for a tax code with the appropriate state agencies. While an RO generally does not conduct revenue-generating activities, it commonly still needs a tax code for employer-related obligations (e.g., personal income tax withholding/filings for employees) and other administrative interactions where required. (Tax registrations and ongoing filings depend on the RO’s specific facts and staffing model.)
Opening a Bank Account: The RO can undertake transactions and cash handling with banks licensed to operate in Vietnam and retain accounts in VND. Banks typically request the RO establishment license, identification/authority documents for the Head/Chief Representative, proof of address/lease, and other KYC documentation depending on the bank’s compliance policies.
Tax and Reporting responsibilities: Because the RO may incur tax liabilities, it must register for tax responsibilities, including personal income tax for RO workers. Monthly and quarterly reporting requirements are also required. An RO’s recurring compliance usually focuses on (i) employment-related obligations (where it employs staff) and (ii) the mandatory annual operations report to the licensing authority (see NEW SECTION below). UPDATED: Whether monthly/quarterly tax filings apply depends on registrations and actual activities; this should be confirmed based on the RO’s circumstances and current tax authority practice.
What are the costs of establishing a Vietnam Representative Office?
Registration fees, office leasing prices, and other expenses linked to obtaining local licenses and permits are all part of the costs of establishing a Representative Office in Vietnam. The precise costs will vary based on the circumstances, such as the location of the office and the nature of the business activity.
How We Can Assist You – Company Secretarial & Taxation Service:
Even for organizations with prior experience growing into different areas, establishing a Representative Office can be time-consuming and complicated. Thus, enlisting the help of a professional team of professionals, such as a company secretary and a taxation services provider, may make the entire procedure more straightforward and stress-free.
Premia TNC provides our clients with Representative Office registration and tax services in Vietnam. Our local team of professionals can help you set up a Representative Office (RO) in Vietnam, making the procedure quick and easy. We provide a variety of services, such as company registration, obtaining local licenses and permits, opening bank accounts, and continuing company secretarial and taxation services to ensure your Representative Office complies with all legal requirements.
Our experienced team has considerable experience in company formation, taxation, and regulatory compliance. We are committed to offering personalized and professional services that are tailored to our client’s individual requirements. We can help you set up a Representative Office in Vietnam whether you are a small, medium, or large firm.
Let us handle the difficult aspects of establishing a Representative Office so you can focus on building your business in Vietnam. Contact us today to learn more about how our business secretarial and tax services might help you.
Key legal basis and what an RO can (and cannot) do
In Vietnam, the term “representative office” can appear in different legal contexts depending on the industry. This article focuses on representative offices of foreign traders under Vietnam’s commercial framework (commonly implemented via Government Decree No. 07/2016/ND-CP, issued under the Law on Commerce). Where a specialized law governs representative offices for a particular sector, those sector-specific rules can override or modify the general framework (including the competent authority, dossier requirements, and permitted scope).
Under the general framework, an RO is designed for market-entry support, not revenue generation. The RO’s lawful operating contents are described as: acting as a liaison office, studying the market, and promoting business opportunities of the foreign trader it represents.
Common permitted activities therefore include:
- market research, competitor/customer analysis, and feasibility work;
- liaison/relationship building with partners and stakeholders;
- promotion and business development support (within the RO’s permitted scope);
- coordination and communications support for the parent company.
What an RO should avoid is anything that resembles conducting business in Vietnam in its own name—especially activities that can be viewed as profit-making or as direct provision of services locally. Even if an RO does not issue invoices or collect money, acting as the contracting party for commercial contracts, collecting payments, or delivering fee-based services can create regulatory exposure and may trigger tax scrutiny. A practical control is to ensure: (i) commercial contracts and revenue remain with the parent company, and (ii) RO staff roles, signing authority, and approval workflows are documented so that the RO stays within its permitted “liaison/research/promotion” scope.
License validity, annual reporting, and high-risk compliance pitfalls
License validity and renewals. An RO establishment license has a validity period of up to five (05) years, and it must not exceed the remaining validity term of the parent company’s business registration/equivalent document if that document states a validity term. Licenses may be extended under the applicable procedure—companies should plan early to avoid expiry gaps.
Annual operations report (mandatory). Each year, before 30 January, the RO must send (typically by post, using the prescribed form) a report on its operations in the preceding year to the licensing authority. Failure to report can create serious licensing risk—under the Decree framework, repeated non-reporting can be a basis for license revocation.
Location and nameplate/signage. The RO must maintain a lawful office location consistent with local requirements, and it should retain documentation proving its right to use the premises. Vietnam’s rules also require the RO to put up a nameplate at its office and follow naming/display requirements for transaction documents and publications.
Head/Chief Representative controls. The Head/Chief Representative is responsible within the scope of authorization and must arrange written authorization when absent from Vietnam (so the RO can continue lawful administration). The rules also restrict certain concurrent roles for the Head/Chief Representative to manage conflicts and governance risk.
Termination is not just “notification.” When closing an RO, the foreign trader must follow the formal termination process with the licensing authority and ensure settlement of obligations (contracts, debts, employees’ benefits, and outstanding taxes where applicable). Building a closure checklist early helps prevent delays and lingering compliance exposure.
FAQs
Q: Is it necessary to hire local personnel for my Vietnam Representative Office?
A: Yes, hiring local workers for a Representative Office in Vietnam is essential. The number of employees is not defined, but it should be sufficient to carry out the Representative Office's non-profit activities. It is generally not a blanket legal requirement to hire local personnel simply because you have an RO. The parent company decides the RO’s personnel structure. In practice, many ROs hire Vietnamese staff for operational effectiveness, and any employment (Vietnamese or foreign) must comply with Vietnam labor and immigration requirements.
Q: What are the Vietnam Representative Office's reporting and tax obligations?
A: A Representative Office in Vietnam is required to submit annual reports to relevant government entities, including tax returns and financial statements. Annual reporting on the activities of the Representative Office is mandatory and must be submitted before January 30 each year, and PIT filings for all employees are mandatory. The Representative Office is also subject to local income tax on any money generated in Vietnam through non-profit operations. To obey these regulations, you must use a professional taxation counsel. Under the RO framework, the RO must submit an annual operations report to the licensing authority before 30 January each year (using the prescribed form). An RO’s tax compliance is typically centered on employment-related obligations where it has staff (e.g., personal income tax withholding/filings), plus any other obligations that apply based on its actual activities and registrations. UPDATED: Since an RO is generally not intended to generate revenue in Vietnam, conducting activities beyond its permitted scope can create regulatory and tax exposure—professional advice is recommended.
Q: Can I transform my Representative Office in Vietnam into a subsidiary or other sort of entity?
A: Yes, a Representative Office can be converted into a subsidiary or other sort of organization in Vietnam. A “direct conversion” is not necessarily an automatic process under the RO licensing framework. In practice, companies often establish a new entity (e.g., an FDI company) and then decide whether to maintain the RO for permitted liaison functions or proceed to terminate the RO once the new entity is operational. The best approach depends on your industry and intended activities.
Q: Do I need to hire a professional to set up my Vietnam Representative Office?
A: While it is not compulsory to hire a professional service provider, it is highly advised that you do so. These specialists are competent and knowledgeable in company secretarial and tax services. These professionals may verify compliance with local rules, offer advice on different areas of the Representative Office setup process, and provide continuing support to ensure the Representative Office in Vietnam runs well.
