How to Set Up a Representative Office in Vietnam 

Thinking about expanding into Southeast Asia? Vietnam’s booming economy makes it a top choice for foreign businesses. But if you’re not quite ready to dive in with a full investment, setting up a Representative Office is the perfect first step. It’s a low-cost, low-risk way to get your foot in the door, allowing you to test the waters, build local connections, and understand the market before going all in.

What is a Representative Office?

A representative office, or RO, is a dependent unit of a foreign parent company. Think of it as your company’s eyes and ears on the ground in Vietnam. It allows you to have a formal presence, hire staff, and engage in activities that support your parent company’s business. However, it’s important to understand the limitations.

An RO is not a separate legal entity and cannot engage in activities that directly generate profit. This means you cannot sign commercial contracts, issue invoices, or engage in manufacturing or trading. The primary purpose of an RO is to facilitate your company’s entry into the Vietnamese market.

Here are some of the activities a representative office can undertake:

• Conduct market research and business development for the parent company
• Promote the parent company’s products and services
• Liaise with partners, organize or attend meetings and promotional events
• Hire staff, lease office space, and pay local expenses from its bank account
  All of the above are non-commercial activities. 

Here are some of the activities a representative office can not perform:

• No trading, no service delivery, no fee-charging, no invoicing
• No revenue collection, no subleasing of office space
• No signing of commercial contracts in the RO’s name (contracts should be between the parent company and its counterparty) 

A Representative Office cannot engage in direct profit-generating activities. This means it is not allowed to sign its own commercial contracts, issue invoices for goods or services, or conduct any sales or manufacturing activities. All funding for the RO’s operations, including staff salaries and office rent, must come directly from the parent company.

Why Choose a Representative Office for Your Business

Opting to open a Representative Office comes with several advantages, especially for businesses that are new to the Vietnamese market.

Alt text: A professional working at a sunlit dedicated desk in a quiet coworking area.

Caption: Focus on your market entry strategy with all the infrastructure you need.

The setup process is generally simpler and faster compared to establishing a foreign-owned company. The requirements are less complex, making it a more accessible entry method. Furthermore, the operational costs are much lower. Since an RO does not generate revenue in Vietnam, it is not subject to Corporate Income Tax or Value Added Tax. The primary tax obligation is Personal Income Tax for its employees. This financial simplicity allows companies to focus their resources on understanding the market.

However, the main limitation is its restricted scope of activities. A business cannot use an RO to sell products or services directly to customers in Vietnam. For companies ready to engage in commercial transactions, setting up a fully-fledged subsidiary would be the more appropriate path.

How to Set Up a Representative Office in Vietnam

This procedure applies to both Vietnamese-owned companies and foreign-invested companies that are already legally established in Vietnam.

Step 1: Prepare the Necessary Documents

The first and most critical step is gathering the required documentation. According to Decree 01/2021/ND-CP, the application dossier includes:

1. Notification of Establishment: An official notification of the establishment of the representative office, signed by the legal representative of the parent company.
2. Company Resolutions:
   • A copy of the resolution and decision from the parent company to establish the representative office.
   • For a limited liability company (LLC) with two or more members, a partnership, or a joint-stock company, a copy of the minutes of the meeting of the Members’ Council or Board of Directors regarding the establishment. For a single-member LLC, this would be a decision from the company owner.
3. Personal Identification of the Chief of Office: A notarized copy of the valid national ID card (Căn cước công dân), passport, or other legal personal identification for the individual appointed as the Chief of the Representative Office.
4. Authorization Letter (if applicable): If you are authorizing a service provider or an employee to submit the application on your behalf, you will need a letter of introduction or a power of attorney.
5. Personal Identification of the Applicant: A notarized copy of the valid national ID card, passport, or other legal personal identification of the person submitting the application.
6. Copy of Business Registration Certificate: A copy of the parent company’s Business Registration Certificate.

Step 2: Draft and Finalize the Application Dossier

Once you have gathered the basic information and documents, the formal application papers must be drafted. This includes filling out the official notification form and preparing the corporate resolutions. It is important that all information, such as the office’s name, address, and the details of the appointed chief, is accurate and consistent across all documents. 

After drafting, the legal representative of the parent company must sign and, if required, stamp the documents.

Step 3: Submit the Application and Pay Fees

The complete application dossier is submitted to the Business Registration Office of the Department of Planning and Investment in the province or city where the representative office will be located.

Simultaneously, you must pay a fee to publicly announce the establishment of the representative office on the National Business Registration Portal. This ensures transparency and officially records the new office in the national database.

Step 4: Receive the Certificate of Operation Registration

The authorities will review your application. If the dossier is complete and valid, the Business Registration Office will issue the Certificate of Registration of Operation for the Representative Office within three working days from the date of receiving the valid application. This certificate is the official license that allows your representative office to operate legally

Step 5: Make an Official Seal

After receiving the certificate, the final step is to have an official seal made for the representative office. While no longer legally mandatory to register the seal sample with the authorities, having a seal is highly recommended and practically necessary for signing official documents and administrative papers related to the office’s operations.

Main Conditions and Considerations for Setting Up an RO

There are a few key ground rules from Vietnam’s Law on Enterprises 2020. Getting these right from the beginning will save you a lot of hassle later on.

• Your parent company must already be legally established. You can’t register your company and its representative office at the same time—it has to be done in that order.
• The rule for naming your office is straightforward: just use your company’s full name followed by the phrase “Representative Office.”
• The person you appoint to lead the office (the Chief) can handle administrative and liaison duties, but they are not allowed to sign business deals or contracts that generate revenue.
• While an RO doesn’t have complicated tax duties, moving can create paperwork. If you ever move to a new district, you’ll need to get a tax clearance certificate from your old district’s tax office. To avoid this, it’s a good idea to pick a long-term location from the start.
• You can’t register your office in an apartment building or a collective housing area (known as nhà tập thể). Just like a regular company, it needs to be in a proper commercial space.

Finding a location that is legally compliant, prestigious, and flexible without locking you into a costly, long-term lease presents a major challenge for any new business entering the market. This is precisely where a modern workspace solution becomes the smartest choice.

The Sentry: Your Ideal Home for a Representative Office in Vietnam

When establishing a representative office in Vietnam, three things are essential: a professional address, reliable infrastructure, and a location your partners can easily reach. The Sentry delivers on all fronts, offering flexible, modern workspaces in prime Ho Chi Minh City districts. Our service-led team and dynamic business community ensure you can hit the ground running.

A representative office at The Sentry allows you to register your business at a credible address, manage mail securely, and host clients in fully equipped meeting rooms. Our model is built for growth, letting you scale seamlessly from a virtual presence to private offices as your team expands. With dedicated on-site support, high-speed connectivity, and thoughtfully designed lounges, day-to-day operations are smooth for both local staff and visiting executives.

Prime Locations to Match Your Strategy

The Sentry’s portfolio offers a tailored solution for any business objective:

• For Corporate Prestige: In the heart of District 1, The Sentry Z offers a premier address opposite the Saigon Zoo, close to consulates and major institutions. Its LOTUS Gold certification for sustainability elevates your brand image. A few blocks away, The Sentry C places you in the city’s commercial core, surrounded by embassies and top firms, giving your team everyday access to decision-makers in tech and venture capital.
• For International Teams: Located in the popular Thao Dien area, The Sentry P provides a premium, relaxed environment ideal for expat teams, complete with a sky lounge and even a robotic barista.
• For Technical Operations: The Sentry Q, situated within Vietnam’s largest IT park in District 12, is a smart satellite base for sales or technical representatives, offering fast access to Tan Son Nhat International Airport.

Why The Sentry is the Right Choice

Choosing The Sentry projects an image of credibility and forward-thinking, thanks to our award-level design and sustainable standards. Our scalable contracts allow you to start lean and expand into dedicated suites without the disruption of changing your registered address. 

Our workspaces are fully equipped with high-speed internet, modern meeting rooms, and all the amenities you need to be productive immediately. We foster a vibrant community of entrepreneurs, creatives, and innovators, creating a networking-rich environment where you can connect with potential partners and gain valuable local insights. With a focus on wellness and sustainability, our spaces are designed to support the wellbeing of your team.

To see how The Sentry can support your representative office, book a tour with our team today. 

• Phone: +84 969 067 845
• Email: leasing@thesentry.com.vn