Establishing a Representative Office for Foreign Companies in Vietnam

Thinking about expanding your business to Vietnam? Establishing a Representative Office (RO) is a great first step for foreign companies wanting to dip their toes into the Vietnamese market. It lets you establish a local presence, connect with partners, promote your brand, and gather insights about the market — all without jumping straight into full operations.

A representative office is basically a way for your company to have a “face” in Vietnam. Unlike a branch or subsidiary, an RO can’t sell products or offer services directly. Instead, it’s all about building relationships, doing market research, and scouting out investment opportunities. For many businesses, it’s an ideal way to explore the market without fully committing.

In this guide, we’ll break down everything you need to know to set up an RO in Vietnam, covering each step from understanding the legal basics to finding the perfect spot for your office. 

And, when it comes to picking an office space in Ho Chi Minh City, The Sentry coworking could be just what you’re looking for.

>>> Read more: A Guide for Doing Business in Vietnam

What Is a Representative Office?

A representative office is exactly what it sounds like: an office that represents your foreign company in a different country. It’s like your company’s local “face” in Vietnam, but with some restrictions. Unlike a subsidiary or branch, a representative office isn’t allowed to engage in direct commercial activities like selling products or services. Its primary function is to promote and manage your business relationships and to gather information on the market.

For many companies, this is a first step in testing the waters before deciding to launch full-fledged operations.

Typical activities of a representative office includes:  

• Market research and studying the business environment
• Acting as a liaison between the parent company and local partners
• Promoting the company’s brand and products/services
• Gathering data for potential investment opportunities
• Monitoring contracts signed between the parent company and local entities

Now that you have a better idea of what a representative office does, let’s jump into the specifics of setting one up in Vietnam.

Legal Framework for Representative Offices in Vietnam

The legal framework for setting up a representative office in Vietnam is relatively clear-cut, but there are some regulations you’ll need to follow. Representative offices in Vietnam are primarily governed by the following laws:

1. Law on Enterprises: This law sets the basic rules for how businesses operate in Vietnam. While it mostly focuses on local companies, it’s relevant for foreign companies looking to understand the broader business environment.
2. Commercial Law: This law outlines the specific activities that representative offices can engage in. Since ROs can’t engage in profit-generating activities, this law is especially important to know what you can’t do.
3. Decree No. 07/2016/ND-CP: This decree provides detailed guidelines on the establishment and operation of representative offices of foreign traders in Vietnam. It’s the go-to document for understanding the requirements for setting up an RO.

Let’s break down the establishing procedure next.

The Process of Establishing a Representative Office in Vietnam

Setting up a representative office isn’t as complicated as it might sound, but it does require going through some legal and administrative steps. Below is a step-by-step guide on what you’ll need to do.

>>> Read more: How Business Activities in Vietnam Differ from Other Countries

Step 1: Check if You Meet the Requirements

Before you begin the process, you need to make sure your company meets the basic requirements mentioned above. Here’s a quick rundown:

• Your foreign company must be legally set up and actively operating in its home country for at least one year before you apply to open a Representative Office (RO) in Vietnam.
• You can only establish an RO in industries that Vietnamese law permits, such as manufacturing, trade, and certain services. If you’re in regulated fields like banking or insurance, you might need extra approvals.
• You need to have a lease agreement for a physical office space in Vietnam. This space will be the official address for your RO.
• Your company must appoint a Chief Representative to manage the RO. This person can be either a foreigner or a Vietnamese citizen.

If your business meets all these requirements, you’re good to go to the next step!

Step 2: Prepare the Required Documents

Once you know you’re eligible, it’s time to gather the necessary documents. This part can feel a bit bureaucratic, but having all your paperwork in order will make things go a lot smoother. 

These documents include:

1. Application for the License: This is the formal application you’ll submit to the Ministry of Industry and Trade (MOIT).
2. Certificate of Incorporation or Business Registration Certificate: This proves that your parent company has been in business for at least one year.
3. Audited Financial Statements: These are usually required to show that your parent company is financially stable.
4. Chief Representative Documents:
   1. A certified true copy of the Chief Representative’s passport.
   2. A letter of appointment for the Chief Representative.
5. Lease Agreement for Office Space: You’ll need proof that you’ve secured an office location for the RO.
6. Copies of Passport/ID of Chief Representative: Self-explanatory, you’ll need to provide identification for the individual leading the office.
7. Other Documents: Depending on the industry, you may also need to provide additional documents like a business license, permits, or certificates from your home country.

Make sure all documents are notarized and, where required, translated into Vietnamese. Keep in mind that it’s better to have more documents prepared than to get stuck at a later stage because something is missing.

>>> Read more: 10 Best Office Spaces for Rent in Ho Chi Minh City

Step 3: Submit Your Application to the MOIT

Once you have all your documents ready, you’ll need to submit your application to the Ministry of Industry and Trade (MOIT). 

You can submit your application either online, by post, or in person at the relevant department. If your RO is located outside an industrial zone, submit to the Provincial Department of Industry and Trade (DOIT). If it’s within an industrial zone, submit it to the Management Board of Industrial Zones (MBIZ).

An administrative fee is required for processing your application. As of now, this fee is approximately VND 3,440,000, which includes:

• RO registration fee: VND 3,000,000
• Red seal carving fee: VND 440,000

The MOIT will review your application and provide feedback within three working days. If any documents are missing or incorrect, they will request additional information at that time.

Once all documentation is complete and satisfactory, the MOIT will issue a decision on your application within seven working days. 

If everything checks out, you’ll receive your Representative Office License. This license is typically valid for five years and can be renewed upon expiration.

Step 4: Register with Local Authorities

Once you have your Representative Office License in hand, you’re not quite done yet. You’ll need to take a few additional steps:

1. Tax Registration

Even though your Representative Office (RO) cannot engage in direct profit-making activities, it must still register with the tax authorities to obtain a tax identification number (TIN). 

Here’s how to do it:

• You must apply for tax registration within 10 working days from the date of receiving your RO License.
• Documents Required:
  • Tax registration declaration form.
  • Notarized copy of the RO License.
  • Any additional documents as specified by the tax authority.
• Submit your application to the local tax authority either in person or through their electronic portal.
• The TIN will typically be issued within 5 to 7 business days after the tax authorities receive your complete application.

2. Seal Registration

In Vietnam, official business transactions often require the use of a company seal. 

Here’s how to register your RO’s seal:

• Documents Required:
  • RO License.
  • Passport or Vietnamese Citizen ID of the Chief Representative.
• Apply for seal registration at the local police department or relevant authority responsible for seal issuance.
• The seal will usually be ready within 4 business days from the date of submission.

3. Labor Registration (if applicable)

If your RO intends to hire local employees, you need to register with local labor authorities. 

Here’s what you need to do:

• Documents Required:
  • Application for labor registration.
  • Employment contracts for any local employees.
  • Business registration documents and RO License.
• Submit the application to the local labor authority where your RO is located.
• The timeline can vary depending on local regulations, so it’s advisable to check with the specific labor authority.

Step 6: Get Your Office Up and Running

Now that you’ve handled all the paperwork, it’s time to set up your representative office. This means hiring your team, decorating your space, and making sure everything is ready to start your work in Vietnam. From setting up desks and computers to creating a comfortable environment for your employees, getting these details right will help your office run smoothly.

When it comes to choosing the perfect spot for your office, location matters a lot. A good workspace not only helps your team stay productive but also impresses your clients and partners. That’s where The Sentry coworking locations come in.

The Sentry – Ho Chi Minh City’s Premier Coworking and Office Solution

Looking for more than just a place to sit and work? The Sentry is designed for professionals who want a workspace that feels welcoming, creative, and genuinely supportive. Located in the heart of Ho Chi Minh City, The Sentry provides everything you need to stay productive and comfortable—whether you’re a freelancer, a startup, or part of a larger team.

>>> Read more: The Rising Popularity of Private Office Options in Coworking Spaces

Flexible Spaces for Every Need

No matter your business size, The Sentry has options that work for you. From shared desks for those on the go to private offices for growing teams, each space is set up to help you focus, brainstorm, and connect. You can pick what fits best and even switch it up as your needs change.

All the Amenities You Could Want

When you’re at The Sentry, everything’s ready for you. Here’s what we offer:

• Super-fast internet and modern office gear
• Private meeting rooms with video conferencing
• Cozy lounges for breaks or casual chats
• Refreshments like coffee and tea to keep you fueled
• On-site staff to handle anything that comes up

It’s all about taking care of the details so you can focus on your work without any hassles.

Join a Vibrant Community

One of the best parts about working at The Sentry is the community. They host regular events, workshops, and networking get-togethers that make it easy to meet other professionals, exchange ideas, and maybe even find new business opportunities. It’s the perfect place to grow your network while you grow your business.

An Ideal Spot for Establishing a Representative Office in Vietnam

If you’re establishing a representative office in Vietnam, The Sentry is an ideal choice. Its central location, flexible leases, and professional vibe make it a great base for any business looking to build a presence in Ho Chi Minh City.

Ready to take your work to the next level? Join The Sentry today!