How to Set Up a Foreign Representative Office in Vietnam

Expanding into Vietnam is a smart move for many international businesses. But you might not be ready to launch a full-scale subsidiary on day one.

A Representative Office is the perfect middle ground. It gives you a legal address and the ability to hire a local team, all while keeping your costs and administrative duties low. It is the most practical way to test the market and build relationships before making a larger investment.

What Is a Foreign Representative Office?

A Foreign Representative Office is a dependent unit of a foreign company. It is not a separate legal entity from its parent company overseas. You can think of it as a liaison office. Its main purpose is to represent the interests of the parent company in Vietnam.

The legal basis for this entity comes from Decree No. 07/2016/ND-CP. This law outlines the establishment, operation, rights, and obligations of representative offices. It is important to note that this is different from Decree No. 14/2024/ND-CP, which applies to trade promotion organizations. For most commercial businesses, Decree 07 is the one that matters.

Because an RO is not a full company, it is much easier to set up. It offers a low-cost entry point for businesses. You can hire staff, rent an office, and conduct meetings, but you do not have to worry about corporate income tax or complex accounting audits in the same way a full company would.

If you are unsure whether to set up an RO or a Foreign-Owned Limited Liability Company (LLC), consider your immediate goals.

• Choose an RO if: You want to research the market, find partners, or manage quality control for goods produced in Vietnam for export. It is faster to set up, requires no minimum capital, and has fewer tax obligations.
• Choose an LLC if: You need to issue invoices, manufacture products, or buy and sell goods directly in Vietnam for profit.

The RO is the “light” version of market entry. It is perfect for companies that want to be present but are not yet ready to generate local revenue.

What are the Permitted Activities for a Representative Office?

One of the most frequent questions investors ask involves the scope of activities. Since an RO cannot generate profit, its functions are specific and limited.

What You Can Do

The primary function of an RO is to support the parent company. Under Decree No. 07/2016/ND-CP, which regulates these operations, your RO is allowed to: 

1. Conduct market research and look for investment opportunities.
2. Act as a liaison office for the parent company.
3. Promote the parent company’s brand, products, and services.
4. Supervise the implementation of contracts signed by the parent company.
5. Hire staff, lease office space, and pay local expenses from its bank account.

What You Cannot Do

The golden rule of an RO is: No direct profit generation. Strict adherence to these limitations is vital to avoid penalties. An RO is not allowed to:

• Sign commercial contracts on its own behalf.
• Issue invoices.
• Generate revenue or profit in Vietnam.
• Buy and sell goods directly.
• Provide services for a fee.

If your goal is to sell products or services and invoice local customers immediately, an RO is not the right vehicle. You would need to establish a Foreign Invested Enterprise (FIE). However, if your goal is to study the market and build a network before investing heavily, the RO is the perfect tool.

How to Set Up a Representative Office in Vietnam

The process of setting up an RO is structured, but it involves specific paperwork. You need to be prepared.

The Pre-Licensing Checklist

Before you submit anything, you need to gather documents from your parent company. These documents verify that your company is real and financially stable. And gathering the right documents is the most time-consuming part of the process. 

You will need to prepare a dossier that includes the following items:

1. Application Form: This is the official request to establish the RO. It must be signed by a competent representative of the foreign trader and stamped with the company chop or seal.
2. Appointment Letter: You must appoint a Chief of the Representative Office. This letter needs to clearly state who this person is, accompanied by their identification documents and the company seal.
3. Power of Attorney: If you are using a legal consultant or a service provider to submit the dossier on your behalf, you need a Power of Attorney authorizing them to act for you.
4. Certificate of Incorporation: You need to prove your company exists. A legalized copy of your Certificate of Incorporation or Business Registration Certificate is required. This document proves you have been operating for at least one year.
5. Audited Financial Report: To prove financial stability, you must submit the audited financial report of the parent company for the latest fiscal year. Alternatively, a confirmation of tax obligation fulfillment from your home country’s tax authority can sometimes be accepted.
6. Passport or ID of the Chief Representative: If the Chief is a foreigner, you need their valid passport. If they are Vietnamese, their passport or ID card is required.
7. Office Lease Documents: You cannot set up an RO without a physical location. You must provide a Memorandum of Understanding (MoU) for leasing an office or an executed leasing contract.
8. Landlord Legal Documents: You must prove the landlord has the legal right to lease the space. This usually involves providing the landlord’s ownership certificate or construction permit.

Important Note on Legalization: For the company documents and financial reports (items 4 and 5), simple photocopies are not enough. They must be notarized and consularized. This means they must be authenticated by the Vietnam Embassy in your home country. After that, they must be translated into Vietnamese and notarized by a Vietnamese notary. 

This process ensures the documents are legally valid in Vietnam.

The Timeline

Once your application dossier is complete and submitted to the Department of Industry and Trade, the processing time is relatively short.

Typically, an RO license can be issued in six to eight weeks, which include:

• Document Preparation (2-4 weeks): This depends on how quickly you can get documents notarized and consularized in your home country.
• Licensing Authority Review (7-10 working days): Once submitted, the Department of Industry and Trade (DOIT) will review your dossier. If everything is correct, they will issue the Representative Office License.
• Post-Licensing Procedures (2-3 weeks): After receiving the license, you must complete seal registration, tax code registration, and bank account opening.

This is much faster than setting up a manufacturing plant or a trading company. However, the timeline depends heavily on the accuracy of your documents. If your paperwork is missing a stamp or a translation is incorrect, the authorities will ask for revisions, which will delay the process.

The license is valid for five years. The good news is that it can be extended for another five years when it expires.

Given the bureaucracy involved, many companies choose to hire professional service providers to navigate the myriad of laws and procedures, ensuring no mistakes cause delays.

Post-Licensing Procedures

Getting the license is a major milestone, but you are not finished yet. Once you have the license in hand, you must complete the following steps to make your office operational.

1. Make a Company Seal: In Vietnam, the company seal (or chop) is legally significant. You need to register and create a seal for the RO. (Required Documents: The RO License and the Chief Representative’s ID/Passport)
2. Register a Tax Code: Even though you do not pay Corporate Income Tax, you still need a tax code. This is used for declaring Personal Income Tax (PIT) for your employees. (Required Documents: Tax registration declaration, Power of Attorney, Certificate of Seal Registration, and the RO License)
3. Open a Bank Account: The RO needs a bank account to pay for operational expenses like rent, salaries, and utilities. This account acts strictly as an expenditure account and cannot receive payment from clients. (Required Documents: RO License, Seal Certificate, Tax Code Certificate, Letter of Authorization for signatories, and bank-specific forms.)
4. Public Announcement: You are required to announce the establishment of your RO. This used to involve publishing in newspapers, but requirements have evolved. It is best to check current specific regulations, but generally, a public announcement of your entry is a formal step.

For the first three steps, remember that notarized copies of your new RO License and other documents will be required.

Where to Set Up a Representative Office in Vietnam

Choosing the right location is just as important as the paperwork. Your office address is a legal requirement for the license, but it is also the face of your company in Vietnam.

Historically, companies would lease traditional office space. This involves finding a landlord, signing a long-term lease (often 2-3 years), fitting out the office with furniture, setting up internet, and managing utilities. For a Representative Office, this can be a burden. You want agility and low overheads.

This is why Coworking Spaces and Serviced Offices have become the top choice for ROs. They offer:

• Flexibility: Short-term leases that match your RO license timeline.
• Speed: Move in immediately with no renovation time.
• Cost Savings: No capital expenditure on furniture or fit-out.
• Community: Access to a network of other businesses.

By opting for a flexible workspace allows you to bypass the headaches of traditional office leasing. You secure a professional address for your license application and a fully equipped environment for your team, all while keeping your financial commitments low. 

This approach ensures your energy remains focused on your primary goal: successfully entering and understanding the Vietnamese market.

JustCo Global Is Your Ideal RO Location

When you set up a Representative Office, your address says a lot about your brand. You want a location that is prestigious, central, and impressive to partners. You also need a space that takes care of the logistics so you can focus on your work.

JustCo Global is the leading premium coworking and flexible workspace provider in Asia, and we are the top choice for foreign representative offices in Vietnam.

Prime Business Addresses 

We are located in the most sought-after buildings in the city center. A JustCo address gives your new RO instant credibility. Whether you are meeting government officials or potential partners, inviting them to a Grade-A building in the central business district sets the right tone.

Turnkey Office Solutions 

With JustCo, the complexities of setting up a physical office vanish. There is no construction time and no upfront capital for renovation. You walk in, and everything is ready for business immediately.

• Fully Furnished Workspaces: We provide premium desks, ergonomic chairs, and secure storage cabinets. Every detail is designed for comfort and productivity, so your team can start working from day one.
• Enterprise-Grade IT Infrastructure: High-speed internet and secure Wi-Fi are live the moment you arrive. We offer robust connectivity that ensures you stay linked to your global headquarters without interruption.
• On-Demand Meeting Facilities: Access a range of high-tech meeting rooms, boardrooms, and video conferencing suites. You only pay for these facilities when you use them, keeping your monthly overheads low.
• Pantry and Breakout Areas: Your team gets access to fully stocked pantries with free coffee and tea, as well as comfortable lounges for informal meetings or a quick break.
• Daily Housekeeping: We handle the cleaning and maintenance, ensuring your office always looks professional for visiting partners or clients.

Flexibility to Grow 

The beauty of JustCo is scalability. You can start with a small private studio for your Chief Representative and one assistant. As your team grows, you can easily move to a larger suite within the same building. You do not have to break a lease or change your business registration address.

Professional Support Team 

Your JustCo team acts as an extension of your staff. Our Community Managers handle your mail, greet your guests, and ensure the office runs smoothly. This allows your small team to look big and operate professionally from day one.

A Community of Success 

Being in a JustCo center connects you to a vibrant community of other international businesses and successful local companies. It is a natural networking environment where you can find partners, suppliers, and friends.

Ready to set up your Representative Office in Vietnam?

JustCo offers flexible lease terms that match the dynamic nature of a Representative Office, allowing you to scale up or down as your team grows. With high-speed internet, professional reception services, and a vibrant community, you can focus on your market research while we handle the rest.

Ready to find the perfect home for your business in Vietnam?

Book a tour today at JustCo Global and see how we can support your market entry.