DOCUMENTS AND PROCEDURES FOR ESTABLISHING A REPRESENTATIVE OFFICE OF A FOREIGN TRADER IN VIETNAM

Documents and procedures for establishing a representative office of a foreign trader in Vietnam. Let’s find out with Pham Consult!

Vietnam, with its dynamic economy and deep international integration, is increasingly becoming an attractive destination for foreign investors and traders. To access this potential market, establishing a representative office is one of the popular options, allowing foreign traders to explore the market, promote business opportunities and maintain relationships with domestic partners. However, this process requires an understanding of current legal regulations related to administrative documents and procedures. Mastering these requirements is the key to establishing a legal and effective presence in Vietnam.

1. What is a representative office of a foreign trader in Vietnam?

Clause 6, Article 3 of the 2005 Commercial Law stipulates that a representative office of a foreign trader in Vietnam is a dependent unit of a foreign trader, established in accordance with the provisions of Vietnamese law to research the market and carry out a number of trade promotion activities permitted by Vietnamese law. Accordingly, a representative office of a foreign trader in Vietnam will have the rights and obligations prescribed by Vietnamese law and the foreign trader will be responsible before Vietnamese law for all activities of the representative office.

2. Conditions for foreign traders to establish representative offices in Vietnam

According to Article 7 of Decree No. 07/2016/ND-CP of the Government, foreign traders are allowed to establish representative offices in Vietnam when meeting the following conditions:

– Foreign traders are established and registered for business in accordance with the laws of countries and territories participating in international treaties to which Vietnam is a member or recognized by the laws of these countries and territories;

– Foreign traders have been operating for at least 01 year from the date of establishment or registration;

– In case the Business Registration Certificate or equivalent documents of the foreign trader stipulate a term of operation, that term must be at least 01 year from the date of submission of the application;

– The contents of the Representative Office’s operations must be consistent with Vietnam’s commitments in international treaties to which Vietnam is a member;

– In case the scope of activities of the Representative Office is not consistent with Vietnam’s commitments or the foreign trader is not from a country or territory participating in an international treaty of which Vietnam is a member, the establishment of the Representative Office must be approved by the Minister or Head of the specialized ministerial-level agency (hereinafter referred to as the Minister of the specialized ministry).

3. Dossier for establishing a Representative Office of a foreign trader in Vietnam

The dossier for establishing a Representative Office of a foreign trader in Vietnam is stipulated in Article 10 of Decree No. 07/2016/ND-CP, including the following types of documents:

1. a) Application for a License to establish a Representative Office according to form MD-1 issued with Circular No. 11/2016/TT-BCT of the Ministry of Industry and Trade signed by the authorized representative of the foreign trader;
2. b) Copy of the Business Registration Certificate or equivalent document of the foreign trader;
3. c) Document of the foreign trader appointing/designating the head of the Representative Office;
4. d) A copy of the audited financial report or a document confirming the implementation of tax or financial obligations in the most recent fiscal year or a document of equivalent value issued or certified by a competent agency or organization where the foreign trader is established, proving the existence and operation of the foreign trader in the most recent fiscal year;
5. d) A copy of the passport or identity card or citizen identification card (if Vietnamese) or a copy of the passport (if foreign) of the head of the Representative Office;
6. e) Documents on the proposed location of the Representative Office, including:

– A copy of the memorandum of understanding or agreement on leasing the location or a copy of the document proving that the trader has the right to exploit and use the location to establish the Representative Office;

– A copy of the document on the proposed location of the Representative Office as prescribed in Article 28 of Decree 07/2016/ND-CP and relevant legal provisions.

Note: The documents specified in points b, c, d and dd (in case the passport copy of the head of the Representative Office is a foreigner) mentioned above must be translated into Vietnamese and certified in accordance with the provisions of Vietnamese law. The documents specified in point b must be certified or consularly legalized by a Vietnamese

diplomatic mission or consular agency abroad in accordance with the provisions of Vietnamese law.

4. Procedures for establishing a Representative Office of a foreign trader in Vietnam

Step 1: The foreign trader prepares 01 set of documents and submits the documents directly or by post or online (if applicable) to the Licensing Authority where the Representative Office is expected to be located.

Step 2: Receive and process the documents. Within 03 working days from the date of receipt of the documents, the Licensing Authority shall check and request additional information if the documents are incomplete or invalid. The request for additional documents is made a maximum of once during the entire process of handling the documents.

Within 07 working days from the date of receiving a complete and valid dossier, the Licensing Authority shall grant or not grant a License to establish a Representative Office for a foreign trader. In case of refusal to grant a license, there must be a written document stating the reasons.

Special cases: If the establishment of a Representative Office of a foreign trader in Vietnam falls into one of the following cases, the Licensing Authority shall send a document to request the opinion of the specialized management ministry within 03 working days from the date of receiving a complete and valid dossier:

– The content of the Representative Office’s activities is not consistent with Vietnam’s commitments or the foreign trader is not from a country or territory participating in an international treaty of which Vietnam is a member.

– The establishment of a Representative Office has not been regulated in specialized legal documents.

Within 05 working days from the date of receipt of the written request for comments from the Licensing Authority, the specialized management ministry shall issue a document stating whether it agrees or disagrees with granting a license to establish a representative office. Within 05 working days from the date of receipt of the comments from the specialized management ministry, the Licensing authority shall issue or not

issue a license to establish a representative office to the foreign trader. In case of refusal to grant a license, a document stating the reasons must be issued.