How Can Foreign Traders Legally Establish a Representative Office in Vietnam?

To establish a representative office in Vietnam, foreign traders must meet specific legal conditions and follow the licensing procedures prescribed by Vietnamese law. Let LHLegal guide you through the key requirements and procedures in the article below.

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Representative Office – A Gateway to Exploring the Vietnamese Market

A representative office is a dependent unit of a foreign trader, permitted to operate in Vietnam for the purpose of trade promotion, partner development, and market research, but not allowed to conduct revenue-generating business activities.

Unlike a subsidiary or a branch, a representative office does not have independent legal personality, does not generate revenue, and is therefore an appropriate option for foreign traders entering the Vietnamese market for the first time.

Conditions and Procedures for Obtaining a Representative Office License

Pursuant to Decree No. 07/2016/ND-CP, a foreign trader wishing to establish a representative office in Vietnam must satisfy the following conditions:

• The foreign trader must have been established or registered for at least 01 year in its home country;

• The business registration certificate or equivalent document must be valid and lawful;

• The scope of activities of the representative office must be consistent with Vietnam’s commitments under international treaties to which Vietnam is a party.

Licensing Authority

• Department of Industry and Trade of the province/city where the representative office is to be located (most common);

• Line ministries for certain specialized sectors such as banking, education, tourism, etc.

Licensing Procedure

1. Prepare the required dossier in accordance with regulations;

2. Submit the dossier to the competent authority (in person, by post, or via the public service portal);

3. Monitor the processing status;

4. Receive the Representative Office Establishment License
   (within 07 working days if the dossier is valid).

Mandatory Post-Licensing Procedures

After obtaining the license, the foreign trader must complete the following procedures to ensure lawful and stable operation in Vietnam:

1. Seal Engraving

The representative office must engrave a seal for internal administrative use and notify the licensing authority if required.

2. Tax Code Registration

Within 10 working days from the commencement of operations, the representative office must register for a tax code with the local tax authority.

3. Signboard Installation

The office must display a signboard at its registered address, including:

• Name of the representative office;

• Name of the foreign trader;

• Address of the office;

• Head of the representative office (if applicable).

4. Notification to Local Authorities

A written notification must be sent to the district-level People’s Committee regarding the commencement of operations.

5. Annual Activity Report

An annual activity report must be submitted to the licensing authority no later than January 30 of the following year. Failure to comply may result in license revocation.

6. Labor and Tax Obligations

If employing Vietnamese or foreign staff, the representative office must:

• Execute labor contracts;

• Register for social, health, and unemployment insurance;

• Declare and pay personal income tax.​

After being granted the license, the trader must promptly complete all procedures for registering the representative office

Common Risks and How to Avoid Them

Foreign traders often encounter legal issues due to inadequate preparation or misunderstanding of Vietnamese regulations, including:

• Invalid dossiers (lack of consular legalization, uncertified translations, incorrect forms);

• Invalid office address (residential apartments, unclear lease agreements);

• Misunderstanding the function of a representative office (conducting prohibited business activities);

• Failure to submit annual reports;

• Non-compliance with labor regulations.

Proper preparation and compliance from the outset will help foreign traders avoid legal penalties and ensure smooth operations.

LHLegal’s Role in Supporting Foreign Traders

With extensive experience in assisting foreign traders, LHLegal acts as a professional legal partner throughout the entire process of establishing a representative office in Vietnam, including:

• Comprehensive legal consultation before dossier submission;

• Drafting complete and accurate licensing dossiers;

• Representing clients before competent authorities;

• Supporting post-licensing procedures such as seal registration, tax registration, and compliance matters;

• Providing a full-service legal package to save time, control costs, and ensure legal certainty.

With LHLegal’s support, foreign traders can confidently establish and operate a representative office in Vietnam in a lawful, efficient, and sustainable manner.

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