Law on Commerce in Vietnam allows certain foreign business entities to establish two other forms of presence in Vietnam: a branch or a representative office. Both must be licensed by the competent authorities.

The Representative Office (RO)

A representative office, may be established by any foreign business entity wanting to seek, and expedite, opportunities for the commercial activities of that foreign business entity in Vietnam, such as: through market research, marketing, liaising with authorities regarding investment in Vietnam, and overseeing the implementation of the contracts of foreign entity in Vietnam.

A representative office is not an independent legal entity and the foreign entity does not own equity in the representative office; besides, must not directly conduct profit-making activities.

Note: A foreign investor may not establish more than a representative office with the same name within a city

The Branch

Unlike the representative office, A branch may be established by a foreign business entity only in certain WTO-committed sectors, including banking, insurance, securities and legal services. Branches of foreign business entities are allowed to conduct commercial activities such as the purchase and sale of goods and other activities consistent with its license and in accordance with the laws of Vietnam and any international treaty to which Vietnam is a member. The application process and reporting duties of a branch are similar to that of a RO.

The conditions to establish a RO, a branch in Vietnam:

• A foreign investor can establish a RO or a Branch in Vietnam, then they must be established and registered for business in accordance with the laws of the country or territory participating in the international treaties in which Vietnam is a member
• In particular, a foreign trader must have operated for at least 1 year from the date of establishment or registration in case of applying for a license to establish a representative office or have been operating for at least 5 years in case of applying for a branch establishment license

Note: A license to establish a representative office or a branch establishment license of a foreign trader is valid for 5 years but must not exceed the remaining term of the business registration certificate or an equivalent document of the foreign trader in the case that the document has a deadline.

Setting up a local representative or branch office in Vietnam can be quite challenging due to language issues and often arduous procedures. However, the process is very straightforward and clear and if you already have a domestic law firm to consult about legal advice, all you need is time and patience. Alternatively, you could consider working through an agent. Apolo Lawyers is a law firm in Vietnam with experienced knowledge in investment consulting regarding commerce, contract, enterprises. We can consult you more details about conditions, procedures to shorten the time and the cost as well as do the application on your behalf.

For further information, please contact:

Apolo Lawyers - Solicitors & Litigators

Address: 10th Floor, PaxSky Building, No. 51 Nguyen Cu Trinh Street, District 1, Ho Chi Minh City

Binh Thanh Branch

Address: 9th/F, Tower K&M Building, 33 Ung Van Khiem St., Binh Thanh Dist., HCM City

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Tel: (028) 66.701.709 / (028) 35.059.349

Mobile 1/ Whatsapp 1: 0939.486.086

Mobile 2/ Whatsapp 2: 0908.043.086

Email: contact@apolo.com.vn

Website: https://www.apololawyers.com/

APOLO LAWYERS