PROCEDURES FOR THE ISSUANCE OF A LICENSE TO ESTABLISH A REPRESENTATIVE OFFICE OF A FOREIGN TRADER IN VIETNAM

1. Legal Basis?

- Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

- Law No. 76/2025/QH15 dated June 17, 2025 Amending and Supplementing a Number of Articles of the Law on Enterprises;

- Decree No. 168/2025/ND-CP dated June 30, 2025 on enterprise registration;

- Decree No. 07/2016/ND-CP dated January 25, 2016 Detailing the Commercial Law regarding Vietnam-based representative offices and branches of foreign traders;

- Circular No. 11/2016/TT-BCT dated July 5, 2016 on forms prescribed in Decree No. 07/2016/ND-CP dated january 25, 2016 of the government on guildelines for the Law on Commerce in terms of representative offices and branches of foreign traders in Vietnam.

2. What is a Representative Office?

Pursuant to Clause 2, Article 44 of the Law on Enterprises 2020, A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business.

3. Conditions for grant of representative office establishment licenses?

Foreign traders shall be granted a License for Establishment of a Representative Office when satisfying the conditions stipulated in Article 7 of Decree No. 07/2016/ND-CP as follows:

- The foreign trader has been established or has registered its operation under the law of a country or territory being member to a treaty to which Vietnam is a contracting party or recognized by the law of such country or territory;

- The foreign trader has been operating for at least one year since its establishment or business registration;

- In case the foreign trader’s business registration certificate or equivalent paper indicates its term of operation, the remaining term must be at least one year by the date of submission of the application;

- Contents of operation of the representative office must comply with Vietnam’s commitments in treaties to which Vietnam is a contracting party;

- In case contents of operation of the representative office fail to comply with Vietnam’s commitments or the foreign trader is not located in a country or territory being member to a treaty to which Vietnam is a contracting party, the establishment of such representative office shall be approved by the minister of the ministry or the head of the ministerial- level agency performing the specialized management of the sector concerned (below referred to as the minister of the line ministry).

4. Validity periods of representative office licenses?

Pursuant to Clause 1, Article 9 of  Decree No. 07/2016/ND-CP, A representative office establishment license has a validity period of up to five years, which must not exceed the remaining validity term of the business registration certificate or equivalent paper of the foreign trader in case such paper indicates a validity term.

5. Application dossier for the issuance of a License to establish a Representative Office of a foreign trader?

Pursuant to Article 10 of Decree No. 07/2016/ND-CP, the application dossier includes:

- An application form for License for Establishment of the representative office signed by a competent representative of the foreign trader (Form MD-1 issued together with Circular No. 11/2016/TT-BCT);

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

- A letter of appointment of the head of the representative office;

- 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;

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

- 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 of  Decree No. 07/2016/ND-CP and related laws:

• Representative offices shall be headquartered at locations that satisfies requirements for security, occupational hygiene and safety and others stipulated in laws of Vietnam;
• Representative offices shall not lend or sublet their offices.

6. Procedures for the issuance of a License to establish a Representative Office of a foreign trader?

•  Procedure:

Step 1: Prepare the application dossier in accordance with the regulations;

Step 2: The foreign trader submits the dossier to the Licensing Authority where the Representative Office is proposed to be located;

Step 3: The Licensing Authority reviews the dossier and requests supplementation if it is incomplete or invalid;

Step 4: The Licensing Authority issues or refuses to issue the License to establish the Representative Office for the foreign trader.

In case of rejection, the Licensing Authority shall send the applicant a written notice in which reasons for rejections shall be specified.

•  Competent authority:

- The Department of Industry and Trade of the province where the representative office is expected to be located outside industrial parks, export-processing zones, economic zones or hi tech zones.

- Management Boards of industrial parks, export-processing zones, economic zones or hi-tech zones (referred to as Management Boards) where the representative offices located in industrial parks, export-processing zones , economic zones or hi-tech zones.

•  Processing time: 07 days from the date of receipt of a valid application.

Establishing a representative office in Vietnam is an important step that enables foreign traders to expand their market and access business opportunities in the region. Although the procedure is not overly complicated, each stage of the process must strictly comply with legal regulations to ensure validity and avoid any disruptions in future operations. It is hoped that this article has provided an overview that is practical, clear, and easy to understand, allowing businesses to proceed with confidence. In cases where in-depth consultation or assistance in preparing the application dossier is needed, businesses are encouraged to seek support from reputable legal service providers to ensure that all procedures are completed promptly and in accordance with the law.

 

DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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