Representative office establishment services | Starting from VND 2,000,000

Representative office establishment services are the perfect solution for businesses looking to expand their operations in Vietnam. With TinLaw’s comprehensive services, businesses can save time and costs while setting up a representative office. Read the article below to learn more about our services!

What is a representative office establishment?

Representative office establishment refers to the process where a company, especially a foreign company, sets up a dependent unit in another locality or country. This office acts on behalf of the parent company to perform activities such as trade promotion, market research, and more.

A representative office serves as a bridge between the parent company and the market (where it is established). This enables businesses to seize new business opportunities and strengthen their market presence.

Conditions for establishing a representative office

To establish a representative office, businesses must comply with certain legal requirements. Below are the key conditions to note:

• Representative offices can only be established after the parent company is registered: Businesses cannot simultaneously register both a company and a representative office. 
• Naming of the representative office: The name must include the parent company’s name followed by the term “Representative Office.” This ensures a clear distinction between the company and its representative office. 
• Functions of the representative office: A representative office is limited to conducting liaison and communication activities and is not permitted to engage in revenue-generating business operations.
• The office head cannot sign business contracts: They are only authorized to sign agreements related to the office’s activities. 
• Office location: The address of the representative office cannot be located in an apartment or shared residential building, similar to the regulations for a company’s headquarters. 
•  Tax procedures for address changes: While representative offices are not subject to direct tax obligations, businesses must settle tax clearance procedures with the former tax authority when relocating the office to a different district or province. 

While the conditions for establishing a representative office are not overly complex, meticulous preparation is essential to ensure compliance with Vietnam’s legal regulations.

Challenges businesses face when establishing a representative office

Establishing a representative office can be a complex process for many businesses, particularly for foreign companies. Common challenges include:

• Many foreign businesses are unfamiliar with Vietnamese, which hinders communication and compliance with Vietnam’s legal regulations. 
• Businesses may not fully understand the conditions necessary to establish a representative office. 
• The process requires extensive legal documentation. Many businesses struggle with verifying and ensuring the validity of their documents, leading to rejections or requests for supplementary information. 
• Vietnam currently lacks a specialized agency dedicated to guiding foreign investors in setting up representative offices. 
• Many foreign businesses lack a professional team to handle legal matters effectively. 

If you are encountering these challenges, there’s no need to worry. With over 12 years of experience, TinLaw specializes in providing comprehensive representative office establishment services for foreign investors. TinLaw understands the obstacles you face and offers tailored solutions to address them efficiently.

Comprehensive representative office establishment services at TinLaw

When using TinLaw’s representative office establishment services, businesses receive end-to-end support for every aspect of the process. Below are the key components included in this service package:

• Pre-establishment consultation: Guidance on conditions for establishment, representative office address, office name, required documents, other necessary paperwork, etc.
• Assistance in preparing and completing all necessary documents for establishing the representative office. 
•  TinLaw handles the entire registration process on behalf of the client. 
• Once the process is complete, TinLaw delivers the representative office establishment license and official seal directly to the client. 
• Advice on essential information and procedures following the establishment of the representative office. 

TinLaw’s representative office establishment services provide businesses with comprehensive support—from understanding local regulations to completing all legal procedures. We ensure that clients receive their representative office license along with expert guidance on post-establishment requirements.

Pricing for comprehensive representative office establishment services at TinLaw

TinLaw is committed to providing clients with representative office establishment services at competitive and reasonable prices. The service fee starts at VND 2,000,000, covering all steps, including legal consultation, document preparation, submission to the competent authorities, and monitoring the approval process.

Additionally, TinLaw offers detailed consultations and customized quotations tailored to the specific needs of each business.

Timeline for representative office establishment services at TinLaw

TinLaw ensures the representative office establishment process is completed within 5–7 working days from the date of request. Details are as follows:

• Day 1: TinLaw conducts a detailed consultation, prepares the representative office establishment documents, and delivers them for the client’s signature. 
• Day 3-5: TinLaw submits the documents to the Department of Planning and Investment for verification and issuance of the Representative Office License. 
• Day 6: TinLaw collects the license and delivers it directly to the client. 

With a professional process, TinLaw helps businesses save time while ensuring full compliance with legal regulations.

>> Learn more: Representative office establishment services for foreign companies

Documents required for representative office establishment with TinLaw

When using TinLaw’s representative office establishment services, clients need to provide the following documents:

• Operating License of the parent company from the home country. 
• Charter (Articles of Association) of the parent company in the home country. 
• Bizfile/Master Data of the parent company from the home country. 
• Audited Financial Statements for the most recent year (or equivalent documents) to demonstrate that the parent company is operational. 
• Passport or National ID of the head of the representative office. 

* The head of the representative office may be either a Vietnamese national or a foreign national.

The above outlines the required documents for the process. If you have any questions, feel free to contact TinLaw for assistance!

Process and procedures for representative office establishment at TinLaw

To help businesses establish representative offices efficiently, TinLaw offers a professional and transparent process. Below are the main steps:

• Contact and service quotation: Clients contact TinLaw to request the service. TinLaw provides detailed consultation on the tasks involved and a specific quotation. 
• Signing the service agreement for representative office establishment: After agreeing on the terms, TinLaw and the client sign the service agreement for representative office establishment. 
• Service execution: TinLaw manages the entire process, ensuring the client receives the Representative Office License from the Department of Planning and Investment. 

This streamlined process ensures accuracy and professionalism, allowing businesses to have complete confidence in TinLaw’s execution.

TinLaw’s commitments for representative office establishment services

When choosing TinLaw’s representative office establishment services, clients are guaranteed the following quality commitments:

• Transparent pricing: No additional costs will arise after signing the service agreement.
• Assistance is available anytime, anywhere, with prompt responses to client inquiries throughout the process. 
• Results are delivered directly to the client within 5–7 working days. 
• The registration status is continuously monitored and updated, ensuring clients stay informed about the progress. 
• Clients are not required to visit government agencies—simply provide the necessary information and wait to receive the license. 
• Detailed consultation and assistance with related procedures after establishing the representative office. 
• Complimentary document delivery and notarization services are included. 

With these commitments, TinLaw ensures an exceptional service experience, helping businesses complete the representative office establishment process smoothly and efficiently.

Advantages and disadvantages of establishing a representative office

Establishing a representative office offers many benefits for businesses but also comes with certain limitations. Below are key points to consider:

Advantages:

• Representative offices can directly engage with customers and partners, expanding the company’s influence. 
• As representative offices are not allowed to conduct business activities, they are exempt from corporate income tax. 
• Compared to establishing a branch or subsidiary, representative offices have lower operating costs. 

Disadvantages:

• Representative offices are limited to performing functions such as liaison, market research, and promotion, and cannot engage in revenue-generating activities. 
• The head of the representative office can only sign contracts related to the office’s operations and is not authorized to sign business contracts. 
• Although they do not conduct business activities, representative offices must still comply with certain legal procedures, such as address changes or submitting activity reports. 

Establishing a representative office is an ideal option for businesses seeking to expand their presence without engaging in direct business activities. However, businesses should carefully weigh the advantages and disadvantages to make a decision that aligns with their goals.

Actions required after establishing a representative office

After completing the establishment process and receiving the operational license, businesses must perform several tasks to officially begin operations. These include:

• Engraving the representative office’s seal and notifying authorities about its use. 
• Installing a nameplate for the representative office at the registered address. 
• Opening specialized accounts: One for foreign currency and another in Vietnamese dong with a foreign currency base. 
• Publishing the establishment notice in online or print newspapers. 
• Notifying the Department of Industry and Trade about the commencement of the representative office’s operations. 
• Submitting periodic activity reports of the representative office to the Department of Industry and Trade. 
• Conducting recruitment, managing personnel, and reporting on changes in staff. 
• Paying personal income tax for the head and employees of the representative office. 
• Submitting amendments for changes in the representative office’s head, address, name, or activities. 

Note: These procedures may vary based on current legal regulations. Businesses are advised to consult TinLaw’s legal experts for specific guidance.

The above information aims to help businesses understand the necessary steps after establishing a representative office in Vietnam..

Frequently asked questions about representative office establishment services

If you have any questions about opening a representative office, refer to the frequently asked questions below for more information.

Why establish a representative office?

Establishing a representative office helps businesses expand into new markets. It also facilitates trade promotion activities, partner and customer acquisition, and brand visibility.

Who is the head of the representative office?

The head of the representative office is an individual appointed by the parent company. Typically, this person has experience and the capability to represent the company in transactions and communications in the region where the office operates.

Does a representative office have legal entity status?

No, a representative office does not have legal entity status under Article 74 of the 2015 Civil Code and Article 44 of the 2020 Enterprise Law of Vietnam. A representative office is a dependent unit of the parent company, meaning it does not have independent legal authority and operates under the authorization of the parent company.

Is business license tax required for a representative office?

According to Article 2 of Decree 139/2016/ND-CP, a representative office is subject to business license tax if it engages in the production or trading of goods or services. However, if the office only conducts representative activities such as market research, partner acquisition, or brand promotion, it is exempt from business license tax.

Can a representative office engage in business activities?

Under Article 44 of the 2020 Enterprise Law, a representative office is a dependent unit of the parent company. Its sole function is to act on behalf of the parent company for representation purposes.

Representative offices are explicitly prohibited from engaging in business activities.

Can a representative office issue VAT invoices?

No, as representative offices are not allowed to conduct business activities, they are also prohibited from issuing VAT invoices under Vietnamese law.

Where should representative office establishment documents be submitted?

Documents for establishing a representative office must be submitted to the Business Registration Office under the Department of Planning and Investment (DPI) of the province or city where the office will be located.

Conclusion

TinLaw provides professional and reliable representative office establishment services with a clear and transparent process. If you need assistance with opening a representative office, don’t hesitate to contact us!