OPENING A REPRESENTATIVE OFFICE OF A FOREIGN COMPANY IN VIETNAM

OPENING A REPRESENTATIVE OFFICE OF A FOREIGN COMPANY IN VIETNAM

Contact:

- Zalo: 0932.191.299

- Gmail: info@quangminhlawfirm.com

- Viber: (+84) 337926405

- WhatsApp: (+84) 337926405

- Wechat: (+84) 337926405 (ID: _pouniverse)

The establishment of a representative office of a foreign company in Vietnam continues to be applied according to the provisions of Decree 07/2016/ND-CP detailing the Commercial Law on Representative Offices of foreign traders in Vietnam and Circular No. 11/2016/BCT guiding Decree 07/2016/ND-CP. To help foreign traders and foreign companies conveniently handle legal procedures during the process of establishing a representative office of a foreign company in Vietnam, Quang Minh Law Firm synthesizes the conditions, documents to prepare, procedures, and support services for establishing a representative office of a foreign company in Vietnam as follows:

Customers interested in the procedure to support the establishment of a Representative Office of a foreign company in Vietnam, please contact Quang Minh Law Firm at Hotline: 0932.191.299 for the fastest and most accurate free, all-inclusive support.

I: Legal basis

Commercial Law 2005;
Decree 07/2016/ND-CP detailing the execution of the Commercial Law regarding the establishment, operation, rights and obligations of Representative Offices and Branches of foreign traders in Vietnam;
Decree No. 99/2016/ND-CP on the management and use of seals;
Circular No. 11/2016/TT-BCT stipulating forms for implementing Decree No. 07/2016/ND-CP.

II: Conditions for establishing a representative office of a foreign company in Vietnam

Foreign traders are only granted a Certificate of operation of a Representative Office in Vietnam when they meet all the following conditions:

The foreign company has been established and registered for business according to the provisions of the law of the country participating in international treaties to which Vietnam is a member or is recognized by the law of these countries;
The foreign company has operated in the host country for at least 01 year, from the date of establishment or registration;
In case the business registration certificate of the foreign country stipulates an operating term, that term must remain at least 01 year from the date of submitting the dossier in Vietnam;
Operation content of the Representative Office: market research, commercial promotion in Vietnam.

In case the operation content of the representative office is inconsistent with Vietnam's commitments or the foreign trader does not belong to a country or territory participating in an international treaty to which Vietnam is a member, the establishment of the representative office must be approved by the Minister, Head of the ministerial-level agency managing the specialized sector (hereinafter referred to collectively as the Minister of the specialized management ministry).

III: Dossier for establishing a representative office of a foreign company in Vietnam

Application for a License to establish a Representative Office according to Form MD-1 of the Appendix issued with Circular 11/2016/TT-BCT signed by a competent representative of the foreign trader;
Copy of the Business Registration Certificate or equivalent document of the foreign trader. This document must be certified or consular legalized by the Vietnamese diplomatic mission or consular office abroad according to the provisions of Vietnamese law;
Document appointing the head of the Representative Office of the foreign company;
Certified translation of the audited financial statement or document confirming the fulfillment of tax or financial obligations in the latest fiscal year or equivalent document 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 latest fiscal year;
Certified translation of passport or identity card or citizen identification card (if Vietnamese) or copy of passport (if foreigner) of the head of the Representative Office.
Documents on the expected location of the Representative Office headquarters include:
Certified true copy of the office lease contract;
Notarized copy of the Certificate of land use rights of the lessor (if leasing from an enterprise, it is necessary to provide an additional Business Registration Certificate with real estate business function);
In addition, the location of the representative office of the foreign company must comply with the provisions of Vietnamese law on conditions of security, order, occupational safety and hygiene and other conditions according to the provisions of law.

Note: Documents, unless otherwise explicitly stated, must be translated into Vietnamese and certified according to the provisions of Vietnamese law. The entire dossier for licensing the establishment of a representative office is signed and sealed by the parent company.

Customers interested in the procedure to support the establishment of a Representative Office of a foreign company in Vietnam, please contact Quang Minh Law Firm at Hotline: 0932.191.299 for the fastest and most accurate free, all-inclusive support.

IV: Steps to establish a representative office of a foreign company in Vietnam

Step 1: Granting the License to establish a representative office of a foreign company

Completion time from 07 – 10 working days;

Step 2: Carving a round seal and registering the seal sample of the representative office of the foreign company

Completion time: 05 working days;

Step 3: Registering to issue the Tax Code Notice of the representative office of the foreign company

Completion time: 05 - 07 working days.

V: Cases of not licensing the establishment of a representative office of a foreign company in Vietnam

The agency granting the License to establish a representative office of a foreign company in Vietnam does not grant the License to establish a representative office of a foreign company in Vietnam in the following cases:
Foreign traders do not meet all the conditions specified above.
Foreign traders only deal in goods and services on the List of goods and services prohibited from business according to the provisions of Vietnamese law.
Foreign traders apply for a License to establish a representative office of a foreign company in Vietnam within 02 years from the date of revocation of the License to establish a representative office.
There is evidence showing that the establishment of a representative office of a foreign company causes harm to national defense, security, social order and safety, fine historical traditions, culture, morality, fine customs of Vietnam and public health, destroys resources, destroys the environment.
Submitting an invalid dossier and not supplementing enough dossiers as requested by the competent licensing agency.

VI: Reporting regime on operations of representative offices of foreign companies in Vietnam:

Before January 30 every year, the Representative Office is responsible for sending a report according to the form of the Ministry of Industry and Trade on its operations in the previous year by post to the Department of Industry and Trade.
The representative office has the obligation to report, provide documents or explain issues related to its operations at the request of competent state management agencies.

VII: Procedures after supporting the establishment of a Representative Office of a foreign company in Vietnam

Open a payment account in foreign currency and a payment account in Vietnam Dong with foreign currency origin at a Bank permitted to operate in Vietnam and only use this account for the operations of the representative office;
Periodically every year, before January 30 of the following year, the Representative Office must submit a written report on its operations in the year to the Department of Industry and Trade (according to the form);
Set up a cash book recording all revenues and expenditures during the operation of the representative office;
Apply for a work permit for foreign workers working at the representative office (if any);
Sign a labor contract with the chief representative and employees of the representative office;
Annually, the foreign company must confirm the salary and income (according to the form) for the chief representative and employees of the representative office;
Pay personal income tax, insurance for the chief representative and employees of the representative office (if any). Note, when paying tax, keep all tax declarations and tax receipts from state agencies and finalize annual personal income tax for the chief representative and employees of the representative office;
Other obligations according to current legal regulations;

VII: Some questions related to supporting the establishment of a Representative Office of a foreign company in Vietnam

1. What records does a representative office need to keep at the office during operation?

During operation, the representative office needs to keep the following documents: Operation license; Seal, Seal sample certificate; Tax code notice paying on behalf of the representative office; Files and vouchers as instructed in the procedure section after establishing the representative office.

2. Is the representative office of a foreign company in Vietnam allowed to sign economic contracts?

Operation content of the Representative Office: market research, commercial promotion in Vietnam. Therefore, the representative office of a foreign company in Vietnam is not allowed to sign and execute economic contracts.

3. Is the representative office of a foreign company allowed to collect money from customers paying the foreign company?

4. The foreign company does not have a seal, does the representative office establishment dossier have to be consular legalized?

Apart from the operation registration certificate of the foreign company which strictly requires consular legalization according to regulations. Dossiers for establishment signed by the foreign company without a seal do not need consular legalization.

Customers interested in the procedure to support the establishment of a Representative Office of a foreign company in Vietnam, please contact Quang Minh Law Firm at Hotline: 0932.191.299 for the fastest and most accurate free, all-inclusive support.

VIII: Support service for establishing a Representative Office of a foreign company in Vietnam of Quang Minh Law Firm

Pre-establishment consultation on issues related to the establishment of a Representative Office of a foreign company in Vietnam;
Drafting dossiers for establishing a Representative Office of a foreign company in Vietnam in accordance with Customer requirements and legal regulations;
Applying for a license to establish a Representative Office of a foreign company in Vietnam;
Registering to issue a seal and Seal Sample Certificate for the Representative Office of a foreign company in Vietnam;
Registering and completing procedures for issuing a Tax Code Notice for the Representative Office of a foreign company in Vietnam;
Consulting on procedures after establishing a Representative Office of a foreign company in Vietnam;
Declaring personnel and labor procedures of the representative office of the foreign company in Vietnam with the Department of Industry and Trade, social insurance agency;
Consulting on legal procedures, representing the representative office to finalize personal income tax for employees working at the representative office in Vietnam.

Sincerely thank you./.

Contact:

- Zalo: 0932.191.299

- Gmail: info@quangminhlawfirm.com

- Viber: (+84) 337926405

- WhatsApp: (+84) 337926405

- Wechat: (+84) 337926405 (ID: _pouniverse)

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