1. What is a Representative Office (RO)?

A foreign trader’s representative office in Vietnam is a dependent unit of a foreign trader established under Vietnamese law to conduct market research and a variety of trade promotion activities. 

Foreign traders (foreign enterprises) can choose to establish a Representative Office to evaluate market potential, find partners and build a brand before deciding to invest in opening a branch or establishing a subsidiary in Vietnam.

2. What are the requirements for foreign traders wishing to open a representative office?

Foreign traders shall be granted Licenses for Establishment of representative offices if they satisfy the following requirements:

1. The foreign trader is incorporated and registers for doing business by provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
2. The foreign trader has come into operation for at least 01 year from the date of establishment or registration;
3. The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;
4. The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;
5. Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have approved the establishment of the representative office.

Note:

• Because the representative office does not have legal status, the representative office’s business activities must be carried out through foreign traders.
• Foreign traders are responsible for all activities of the Representative Office before Vietnamese law

Legal basis:

• Investment Law 2020
• Enterprise Law 2020
• Commercial Law 2005
• Decree 07/2016/ND-CP detailing commercial law on representative offices and branches of foreign traders in Vietnam