REGISTERING A REPRESENTATIVE OFFICE FOR A VIETNAMESE ENTERPRISE

In the context of a rapidly developing economy, expanding operational networks and seeking new markets is an indispensable strategic step for businesses. For Vietnamese businesses, establishing a representative office not only optimizes transactions and marketing but also affirms the professional presence of the brand in different localities. However, to ensure smooth operation and compliance with current legal regulations, businesses need to understand the procedures and required documents according to the Enterprise Law. Let’s explore the steps to register a representative office for your business with Pham Consult.

1. What is a representative office of an enterprise?

A representative office is a subsidiary unit of an enterprise, tasked with representing the interests of the enterprise and protecting those interests under authorization. A representative office does not perform the business functions of the enterprise.

According to Article 45 of the 2020 Enterprise Law, enterprises have the right to establish representative offices domestically and internationally. An enterprise may establish one or more representative offices in a locality within an administrative unit.

When registering a representative office, enterprises should note the following regarding the name of the representative office:

+ The name of the representative office must be written using letters from the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols.

+ The name of the representative office must include the enterprise’s name followed by the phrase “Representative Office”.

+ The name of the representative office must be written or displayed at the representative office’s headquarters. The name of the representative office should be printed or written in a smaller font size than the Vietnamese name of the enterprise on transaction documents, files, and publications issued by the representative office.

2. Application dossier for establishing a representative office of an enterprise

According to Article 45 of the 2020 Enterprise Law and Clause 1, Article 30 of Decree 168/2025/ND-CP, the application dossier for establishing a representative office of an enterprise includes the following documents:

– Notification of establishment of a representative office signed by the legal representative of the enterprise;

– Copies of the establishment decision and minutes of the meeting regarding the establishment of the branch or representative office of the enterprise, specifically:

+ Copies of the decision and minutes of the meeting of the Board of Members for limited liability companies with two or more members, and partnerships;

+ Copies of the decision and minutes of the meeting of the Board of Directors for joint-stock companies;

+ Copies of the decision of the company owner for single-member limited liability companies.

– Copies of the legal documents of the individual who is the head of the representative office. In cases where the personal identification number of the head of the representative office is declared, the application for registration of the representative office’s operation does not include a copy of the individual’s legal documents for the head of the representative office.

3. Procedures for registering the establishment of a representative office of an enterprise

Within 10 days from the date of the decision to establish a domestic representative office, the enterprise shall prepare and submit the application for registration of the representative office’s operation to the Provincial Business Registration Authority where the representative office is located.

Within 3 working days from the date of receipt of the application, the Business Registration Authority shall be responsible for reviewing the validity of the application and issuing the Certificate of Registration of the Representative Office’s Operation; if the application is not valid, the Business Registration Authority must notify the enterprise in writing of the necessary amendments and additions. In case of refusal to issue the Certificate of Registration of the Representative Office’s Operation, the Business Registration Authority must notify the enterprise in writing and clearly state the reasons.

Note: For the registration of a representative office of a business abroad, the establishment of such an office must comply with the laws of that country.

Within 30 days of officially establishing the representative office abroad, the business must notify the provincial business registration authority where its head office is located in writing. The notification must be accompanied by a copy of the representative office’s registration certificate or equivalent document.