How to Set Up a Representative Office in Vietnam

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How to Set Up a Representative Office in Vietnam

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.

What are ROs permitted to do?

ROs are permitted to engage in the following activities:

  1. Conducting market research;
  2. Acting as a liaison office for its parent company;
  3. Promoting the activities of its head office through meetings, and other activities, that leads to business at later stages.

Representatives offices are dependent on their parent company and are not allowed to generate their own profits or enter directly into contracts. They are also not allowed to issue invoices.

 

What do you need to get a license?

Pre-licensing checklist for setting up a RO:

  1. File an application for setting up a RO with company chop or seal;
  2. Appointment letter of Chief of RO with identification documents and company seal;
  3. Power of attorney in favor of consultant to submit the application dossier;
  4. Certificate of Incorporation for the Company and/or Business Registration Certificate of the Company;
  5. Audited financial report of the company for the latest fiscal year;
  6. Memorandum of Understanding (MoU) of leasing office or leasing contract;
  7. Documents providing legal rights of landlord regarding the right of leasing office.

For steps 1 to 6, the foreign entity would require one notarized and consularized copy of each document and a translated copy in Vietnamese by a Vietnamese competent authority.

A signed leasing contract is also required before registering a RO in Vietnam.

What do you need to do after you get the license?

Post-licensing checklist for setup a RO:

  1. Make a seal for the RO;
    • License on the establishment of RO
    • Passport of Chief of RO if foreigner or passport/ID card if Chief is Vietnamese
  2. Register a Tax code for RO;
    • Declaration to register a tax code
    • Power of attorney
    • Certificate of seal registration
    • Certificate of RO in Vietnam
  3. Open a bank account of RO;
    • License on the establishment of RO
    • Certificate of seal registration
    • Certificate of tax code registration
    • Letter of authorization appointing the authorized signatories of the bank accounts
  4. Announcement of the establishment of RO of Company.

For steps 8 to 10, notarized and translated documents will be required to complete the process.

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 another five years.

What comes next?

Hiring, tax, and reporting.

There is no cap on the number of local and expatriate employees that a representative office can hire as long as their employment is properly documented.

All expatriate hires including the chief representative are required to have a work permit. ROs can hire staff directly or use the assistance of recruiting agencies.

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

In order to determine payable tax, ROs have to undertake a tax audit that checks all revenues and expenses during the tax term to establish grounds for declaring and paying tax.

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.

Tax risks if RO viewed as Permanent Establishment

As discussed earlier, an RO is only permitted to do market research activities and act as a liaison office for its parent company. It cannot engage in commercial activities or support the parent company with its commercial activities in Vietnam.

A Permanent Establishment (PE) is defined as per local laws as well as the double tax avoidance (DTA) agreement between Vietnam and other countries. Generally, the PE definition under a DTA takes precedence over domestic regulations.

If a foreign business wants to convert the RO into a PE but has been carrying out activities as per local laws, it could activate a licensing risk. Therefore, foreign businesses should ensure that their RO performs activities as per the DTA guidelines. In addition, if the RO performs activities that are outside its scope, it may be subject to additional tax in Vietnam.

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

Foreign investors looking to establish a presence in Vietnam should use the services of registered local advisors who can ensure their set up process is accurate while complying with the relevant DTAs and local regulations.

Note: This article was first published in April 2015 and has been updated to include the latest developments.


Vietnam Briefing is produced by Dezan Shira & Associates. The firm assists foreign investors throughout Asia from offices across the world, including in Hanoi and Ho Chi Minh City.  Readers may write vietnam@dezshira.com for more support on doing business in Vietnam.  

14 thoughts on “How to Set Up a Representative Office in Vietnam

    Jolyn Teo says:

    Hi, we are looking to set up a local rep office in Vietnam, our office is headquartered in the U.S., with SEA office in Singapore. We would like to enquire the process, costs and documents required to do so. Can you kindly advice?

    Pritesh Samuel says:

    Thank you for your interest Jolyn. One of our specialists will be reaching out to you to answer and get a better understanding for your query.

    tiko says:

    Hello,

    I want to know if it is possible to set up a call centre in Vietnam by foreigner. The call centre markets Forex platform services. And one more question, is license necessary for establishment call centre in Vietnam?

    Kind regards,

    Tiko

    Pritesh Samuel says:

    Hi Tiko,

    Thank you for your query. It is possible to set up a call centre in Vietnam. One of our specialists will be reaching out to you shortly to understand your exact requirements.

    Venkatesh says:

    Hi Im venkat, a foreigner of Indian national. I looking forward to incorporate a company in Vietnam (Ho Chi Minh). Can you please let me know the cost of incporation for one member private limited, two member private limited and for a branch?

    Pritesh Samuel says:

    Hi Venkat. Thank you for query. Our specialists will be reaching out to you shortly to better understand your requirements.

    Tommy Poh says:

    Hi. I have a client who is interested in setting up a representative office in Vietnam. Their company is in Singapore. They would like to know more information (procedures, fees, documents, requirements etc.) regarding this. Please advise on this.

    Ms Tan says:

    Hi, we are planning to set up a rep office in Ho Chi Minh, Vietnam, our company is Singapore Registered company. We would like to enquire the process, costs and documents required to do so. Can you kindly advice?

    Thank You.

    Pritesh Samuel says:

    Hi Tommy

    Thank you for your enquiry. Our business advisory specialists will be reaching out to you shortly.

    Pritesh Samuel says:

    Hi Ms Tan,

    Thank you for your enquiry. Our business advisory specialists will be reaching out to you shortly.

    saheb says:

    Hi I am looking to open a rep office in Vietnam basis our Singapore entity. Can your team help?

    Pritesh Samuel says:

    Thank you for your inquiry Saheb. One of our business advisory specialists will be reaching out to you shortly.

    Thu Pham says:

    Hello,

    We’re real estate company that based on Florida. We’re looking to open rep office in Vietnam. Could you please provide cost, process, and related documents?

    Sincerely,

    Pritesh Samuel says:

    Hi Thu,

    Thank you for your inquiry. One of our business advisory specialists will be reaching out to you shortly.

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