Representative Office Establishment for Foreign Traders

Vietnam is one of the most attractive markets for international businesses thanks to its stable economic growth, favorable investment environment, and strategic location in the region. Before making an investment or expanding their business, many foreign traders choose to establish a Representative Office (RO) to research the market, seek partners, and pursue business opportunities in Vietnam.

Obtaining a License to Establish a Representative Office requires the foreign trader to meet certain legal conditions and prepare a dossier in accordance with Vietnamese law. With a team of experts experienced in foreign investment and corporate advisory, we provide a full-package Representative Office establishment service, helping clients complete the procedures quickly, efficiently, and in full compliance with the law.

What is a representative office of a foreign trader?

A representative office is a dependent unit of a foreign trader, permitted to conduct trade promotion activities, market research, partnership development, and support for the parent company's business activities in Vietnam.

A representative office may not directly conduct profit-generating activities, may not issue invoices, and may not sign commercial contracts in its own name, except in cases permitted by law.

Legal basis

• Law on Commerce 2005.
• Decree 07/2016/NĐ-CP detailing the implementation of the Law on Commerce regarding the establishment, operation, rights, and obligations of representative offices and branches of foreign traders in Vietnam.
• Decree No. 99/2016/NĐ-CP on the management and use of seals.
• Circular No. 11/2016/TT-BCT providing the forms for implementing Decree No. 07/2016/NĐ-CP.

Conditions for establishing a representative office

• The foreign company has been established and registered for business under the laws of a country that is party to an international treaty to which Vietnam is a member, or is recognized under the laws of that country.
• The foreign company has operated in its home country for at least 01 year from the date of its establishment or business registration.
• If the foreign business registration certificate specifies an operating term, that term must have at least 01 year remaining from the date the dossier is filed in Vietnam.
• The representative office's scope of activities: detailed market research and trade promotion in Vietnam.
• Where the representative office's scope of activities is not consistent with Vietnam's commitments, or the foreign trader is not from a country or territory party to an international treaty to which Vietnam is a member, the establishment must be approved by the Minister of the relevant line ministry.

Dossier for establishing a representative office

• Application for a License to Establish a Representative Office.
• The foreign trader's business registration certificate or equivalent document.
• Financial statements or documents evidencing the trader's operating status.
• The decision appointing the Chief of the Representative Office.
• The passport or legal documents of the Chief of the Representative Office.
• The lease agreement for the representative office's premises.
• Other documents as required by the licensing authority.

Documents issued abroad generally must be consular legalized and translated with notarization in accordance with Vietnamese law.