What Is the Procedure for Establishing a Representative Office of a Foreign Trader in Vietnam?

In the context of deep international economic integration, an increasing number of foreign traders are choosing Vietnam as a destination to expand their markets and build business connections. One of the most common and low-risk approaches for market entry is the establishment of a representative office.

However, in order to be licensed to operate in Vietnam, foreign enterprises must strictly comply with Vietnamese legal regulations, from establishment conditions and documentation to licensing procedures. The following article by LHLegal provides a comprehensive overview and practical guidance on how to properly establish a representative office of a foreign trader in Vietnam.

What Is a Representative Office of a Foreign Trader?

Foreign traders wishing to establish a representative office in Vietnam must thoroughly understand the relevant legal framework.

Pursuant to Article 3 of the Law on Commerce 2005, a representative office of a foreign trader in Vietnam is defined as “a dependent unit of a foreign trader, established to explore the market and conduct certain trade promotion activities permitted under Vietnamese law.”

Accordingly, a representative office is only permitted to conduct activities such as promotion, market research, and investment and business facilitation. It is not allowed to conduct direct profit-generating business activities on behalf of its parent company.

Article 30 of Decree No. 07/2016/ND-CP further clarifies that a representative office primarily performs liaison, market research, and trade promotion functions. It may not operate in prohibited sectors or sectors subject to special regulations under specialized laws. Foreign traders bear full legal responsibility for all activities of their representative offices in Vietnam.

Legal Characteristics:

Legal function: Represents the name and interests of the foreign trader; provides information and supports commercial relations, but does not enter into commercial contracts.
Scope of activities: Not permitted to trade goods or provide profit-generating services in Vietnam; must comply with WTO commitments and international treaties to which Vietnam is a party.
Number of representative offices: Each foreign trader may establish only one representative office per province or centrally governed city (no duplicate offices in the same locality).

Conditions for Establishing a Representative Office in Vietnam

According to Article 7 of Decree No. 07/2016/ND-CP, a foreign trader must satisfy the following five conditions to be granted a Representative Office Establishment License:

The foreign trader must be lawfully established and registered for business under the laws of a country or territory that is a party to an international treaty to which Vietnam is a member, or otherwise recognized under such laws.
The foreign trader must have been operating for at least one (01) year from the date of establishment or business registration.
If the foreign trader’s business registration certificate has a fixed term, such term must be valid for at least one (01) year from the date of dossier submission.
The scope of operation of the representative office must be consistent with Vietnam’s commitments under relevant international treaties.
Where the proposed activities fall outside Vietnam’s commitments or the trader is from a country/territory not party to such treaties, establishment must obtain approval from the competent line ministry.

In summary, only when all statutory conditions are fully satisfied will the application be considered for licensing.

When all statutory conditions are fully satisfied in accordance with the law, a foreign trader may establish a representative office in Vietnam

When all statutory conditions are fully satisfied in accordance with the law, a foreign trader may establish a representative office in Vietnam

Dossier for Application for a Representative Office Establishment License

Pursuant to Article 10 of Decree No. 07/2016/ND-CP, the application dossier consists of one (01) set including:

Application for issuance of the License (Form MD-1 issued by the Ministry of Industry and Trade), signed by an authorized representative.
A copy of the foreign trader’s business registration certificate or equivalent document, duly translated into Vietnamese and notarized/legalized.
Appointment letter of the Head of the Representative Office.
Audited financial statements or a document certifying fulfillment of tax/financial obligations for the most recent fiscal year.
Identification documents of the Head of the Representative Office (passport or ID card).
Documents proving the lawful location of the representative office, including:
- Office lease agreement or memorandum of understanding;
- Documents evidencing the legal status of the premises.

All foreign-language documents must be consularly legalized, translated into Vietnamese, and notarized in accordance with Vietnamese law.

Licensing Procedures

According to Article 11 of Decree No. 07/2016/ND-CP, the procedure includes:

Step 1: Submission of dossier
The foreign trader submits one set of application documents directly, by post, or online via the National Public Service Portal to the competent licensing authority.

Step 2: Examination of dossier
Within 03 working days, the licensing authority examines the dossier and requests supplementation if necessary.

Step 3: Issuance of license
Within 07 working days from receipt of a complete and valid dossier, the authority issues or refuses to issue the License (with written explanation).

Special cases:
Where the proposed activities fall outside Vietnam’s international commitments, opinions from the relevant line ministry are required, potentially extending processing time by approximately 13 working days.

The License is valid for up to 05 years, but not exceeding the remaining validity of the parent company’s business registration.

Licensing Authority

Pursuant to Article 5 of Decree No. 07/2016/ND-CP:

The Department of Industry and Trade of the province/city where the office is located; or

The Management Board of Industrial Zones / Export Processing Zones / High-Tech Zones, where applicable.

Giấy phép thành lập có hiệu lực không vượt quá thời hạn của giấy phép công ty mẹ

The establishment license shall be valid for a period not exceeding the remaining term of the parent company’s business license

LHLegal’s Role in Supporting Foreign Traders

With extensive experience in international investment and commercial establishment in Vietnam, LHLegal provides comprehensive legal support, including:

Legal eligibility assessment and advisory prior to application;
Preparation and submission of complete dossiers, including translation and legalization;
Representation before licensing authorities and follow-up of application progress;
Post-licensing support, including tax registration, seal issuance, labor and immigration procedures, and annual activity reports.

Through its one-stop legal service, LHLegal helps foreign traders save time, control costs, and ensure full compliance with Vietnamese law when establishing a representative office in Vietnam.

If you have any questions or need legal advice, please contact us via the following forms:

Hotline for direct consultation by our Legal team: 1900 2929 01

Register your information for a legal consultation here: https://luatsulh.com/dang-ky-tu-van.html

Phone number via zalo for setting up appointments: 0903 796 830

Website: https://luatsulh.com/

Main office address: 12A Nguyen Dinh Chieu Street, Tan Dinh Ward, Ho Chi Minh City (Formerly: Da Kao Ward, District 1)

Nha Trang Branch office address: 144 Hoang Hoa Tham Street, Nha Trang Ward, Khanh Hoa Province (Formerly Loc Tho Ward, Nha Trang City)

Follow LHLegal Law Ltd. at:

Website: https://luatsulh.com/

Facebook: Luật sư LHLegal

Youtube: Luật sư LHLegal

Lawyer Hòa’s TikTok channel: Luật sư Hoà (LHLegal)

Our Company’s TikTok channel: Luật sư LHLegal

Criminal Lawyer’s TikTok channel: Luật sư Hình sự