• A Representative Office (RO) is one of the most popular and common market entry options for foreign investors in Vietnam.
• An RO offers a low-cost entry option for businesses that want to get a feel of the Vietnamese market before making a commitment to a bigger investment in the country.
• Vietnam Briefing gives an overview of what is needed to set up an RO, including compliance, reporting, and tax requirements.

A Representative Office (RO) offers a low-cost entry for companies seeking to gain a better understanding of the Vietnamese market. As such, this option is among the most common for first-time entrants to the Vietnamese market and often precedes a larger presence within the country.

1. Who can open the representative office (RO) in Viet Nam

• The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
• The foreign trader has come into operation for at least 01 year from the date of establishment or registration;
• The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application.
• The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory.
• In case the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office

2. Required documents for setting up new R.O in Viet Nam

The dossier must include for Licenses for Establishment of representative offices:

a) An application form for License for Establishment of the representative office using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.

b) Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;

c) A letter of appointment of the head of the representative office;

d) Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;

dd) Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office;

e) Documents on the expected location of the representative office including:

• Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the representative office;
• Copies of documents on the expected location of the representative office in accordance with provisions of Article 28 hereof and related laws.

Documents specified in points b, c, d and dd (for the head of the representative office being foreigners) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam. Documents specified in point b, clause 1 of this Article shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam under laws of Vietnam.

3. Registering the lisence for establishment of Representative Office (RO)

You need to submit the RO establishment dossier to The Department of Industry and Trade of the province in the city where your RO is placed.

Within 07-10 working days from the sumisson date, you shall be granted the License for establishment of RO in Vietnam.

4. Registering the seal sample and tax code of RO

After your RO is established, you need to register the seal sample and tax code of the RO. In particular:

4.1 Seal sample

According to Vietnamese law, the RO is not considered to be a business entity, therefore, you can not register the RO’s seal at the Department of Planning and Investment as usual.

This seal sample registration must be performed at the Police Station #PC64 of Vietnam. And the dossier must include:

• The License for establishment of RO;
• Power of Attorney

Within 02-03 working days: granting the seal sample and the certificate of seal registration.

4.2 Tax Code

Within ten working days from the date granting License for establishment of RO; you must submit the dossier applying for the tax code.

The dosser must include:

• The tax code registration application
• Power of Attorney.

Within 05-07 working days, you shall be granted the tax identification number notification.

5. How long does it take to set up an RO

• ROs can be set up in between six to eight weeks. We recommend hiring a professional service to deal with the myriad of laws and procedures.
• Given the absence of in-country revenue and associated licensing requirements, the setup process for this option does not entail as many bureaucratic procedures as others.
• An RO license is valid for five years but can be extended for time remaning five years.

6. Report and tax lability of RO

The RO also has to send reports of its activities of the previous year to the Department of Industry and Trade before January 30 of each year. These reports are also known as the Annual Report.

The Annual Report must be in accordance with Circular No. 11/2016/TT-BCT. Among other details, the annual report must include the list of employees working for the RO and any change within the reporting year. In addition, the report must also include what the RO has done during the year such as its promotion activities and marketing events.

An RO is not subject to Vietnamese corporate income tax (CIT). However, it is responsible for declaring its employees’ personal income tax (PIT). 

To avoid any licensing or tax risks in case the RO is treated as a Permanent Establishment (company), businesses are advised to refrain from getting their ROs involved in buying and selling activities between two parties or any other activities generating revenue.

7. Fee to set up RO

Full package fee is 1.000 USD, include:

• Registering the lisence for establishment of Representative Office (RO)
• Registering the seal sample and tax code of RO.

Contact us for detail: WhatsApp +84938 332 352