Job open Representative office is an important step for foreign enterprises to expand their presence and penetrate deeply into the Vietnamese market. With a dynamic business environment and high growth potential, Vietnam has become an attractive destination for global enterprises. However, to ensure smooth operations and compliance with legal regulations, it is extremely necessary to clearly understand and properly implement the legal procedures for opening a representative office.
This article, G Office will provide detailed guidance on the steps required to open a representative office in Vietnam, helping businesses seize opportunities and develop sustainably in this market.
I. General introduction to opening a representative office
1. Concept of representative office
A representative office is a subsidiary unit of an enterprise, established to perform the functions of communication, market research, information provision and support for the business activities of the parent company. A representative office has no legal status and is not allowed to conduct direct profit-making business activities.
2. Purpose and benefits of opening a representative office
Opening a representative office in Vietnam brings many benefits to businesses, including:
- Market research: Helps businesses grasp market needs and trends, thereby developing appropriate business strategies.
- Building and maintaining relationships: Support in building and maintaining relationships with customers, partners and state management agencies.
- Brand promotion: Increase brand presence in the local market, making it easier for businesses to access and build reputation.
- Business Support: Help handle problems arising during business operations, and support the parent company in legal and administrative matters.
3. Popular types of representative offices
Depending on the purpose and field of operation, businesses can choose to open different types of representative offices, including:
- Trade representative office: Mainly focuses on market research and survey, supporting the parent company's business activities.
- Technical representative office: Perform tasks related to research, development and technical support for the parent company's products and services.
- Project management representative office: Manage and supervise investment projects, construction or other activities of the parent company locally.
4. Benefits of opening a representative office in Vietnam
Vietnam is a potential market with rapid economic growth, a friendly investment environment and abundant human resources. Opening a representative office in Vietnam helps businesses take advantage of the following advantages:
- Access to emerging markets: Vietnam has a large consumer market with a young, dynamic population and high consumer demand.
- Investment support policy: The Vietnamese government has many preferential and supportive policies for foreign enterprises investing in Vietnam.
- Convenient geographical location: Vietnam is strategically located in the Southeast Asian region, convenient for trade and connection with major markets such as China, Japan, Korea and other ASEAN countries.
II. Conditions for opening a representative office
1. Legal conditions
Regulations of Vietnamese law on opening representative offices
The opening of a representative office in Vietnam must comply with the provisions of the Enterprise Law, the Investment Law and related guiding documents. Representative offices are allowed to carry out activities such as liaison, market research and providing information support to the parent company. However, representative offices are not allowed to carry out direct profit-making business activities in Vietnam.
Types of businesses that can open representative offices
Foreign enterprises legally established in their home countries can open representative offices in Vietnam. Types of enterprises include:
- Limited Liability Company (LLC)
- Joint Stock Company (JSC)
- Private enterprise
- Other forms of business recognized under the national laws of the business.
2. Capital conditions
Capital requirements for representative offices
Currently, Vietnamese law does not stipulate a specific minimum capital for establishing a representative office. However, the parent company must ensure sufficient financial resources to maintain the representative office, including operating costs, renting premises and paying staff salaries.
3. Personnel conditions
Representative requirements
The representative of the representative office must meet the following conditions:
- Have full civil capacity.
- Not currently prohibited from holding a business management position under the provisions of Vietnamese law.
- Have experience and understanding of parent company's business operations.
Staffing requirements
There is no specific regulation on the minimum or maximum number of employees for a representative office. However, the number of employees must be arranged in accordance with the scale and scope of operations of the representative office. Employees working at the representative office must comply with the regulations on labor, social insurance and other welfare regimes according to Vietnamese law.
III. Necessary documents and papers
1. Certificate of business registration of parent company
Notarized copy: Business registration certificate or equivalent document of the parent company in the home country, translated into Vietnamese and notarized.
2. Parent company's decision on opening a representative office
Written decision: Decision of the parent company on opening a representative office in Vietnam, including information on the name, address, representative and scope of activities of the representative office.
3. Charter of representative office
Copy of charter: The charter of a representative office must clearly state the powers and responsibilities of the office, its organizational structure and internal regulations.
4. Office lease contract
Copy of lease agreement: The lease contract for the representative office in Vietnam must be legally signed and certified by the local authority.
5. Personal documents of the representative
- Passport or ID: Notarized copy of passport or other identification document of the office representative, translated into Vietnamese and notarized.
- Power of Attorney: If the representative is not the director of the parent company, a power of attorney from the parent company to the representative in Vietnam is required.
These documents and papers need to be carefully and fully prepared to ensure that the registration process for opening a representative office goes smoothly. Once prepared, the enterprise needs to submit the documents to the competent authority for review and issuance of a certificate of registration for the representative office.
IV. Implementation process
1. Prepare documents
Enterprises need to prepare complete and accurate records and documents as listed in Part III. Ensure that all documents are translated into Vietnamese (if necessary) and legally notarized.
2. Submit application
- Where to apply: The application for opening a representative office must be submitted to the Department of Planning and Investment of the province or city where the representative office is expected to operate. In some special cases, the application may be submitted to the Department of Industry and Trade or other relevant agencies depending on the regulations of each locality.
- Processing time: The processing time for documents usually ranges from 10 to 15 working days from the date of receipt of complete and valid documents. However, this time may vary depending on the regulations and specific situation at the local authority.
3. Get results
- Certificate of registration of representative office activities: After the application is reviewed and approved, the Department of Planning and Investment (or relevant agency) will issue a Certificate of Registration of Operation to the representative office. This certificate confirms the legality and allows the representative office to start operating in Vietnam.
- Other relevant documents: In addition to the Certificate of Registration of Operation, the enterprise may receive other documents related to the establishment of a representative office, such as the Certificate of Seal Registration (if any) and guidance documents on reporting obligations and legal compliance.
V. Important Notes
1. Procedures after receiving the certificate
- Activity Notification: After receiving the Certificate of Business Registration, the enterprise must publicly announce the establishment of a representative office on the national portal on business registration or mass media as prescribed.
- Seal engraving and seal registration: If the representative office uses a seal, it is necessary to engrave the seal and register the seal sample with the competent police agency.
- Register for tax code: Representative offices need to register a tax code at the local tax authority to fulfill tax obligations as prescribed by law.
- Open a bank account: Representative offices need to open a bank account in Vietnam for convenience in financial transactions.
2. Common mistakes when opening a representative office and how to fix them
- Missing or incorrect records: This is the most common error. To fix it, businesses need to carefully check and ensure that all documents are complete, accurate and legally notarized.
- Delay in filing: Late submission of applications may result in delays or rejection. Businesses should plan and adhere to deadlines.
- Failure to comply with local laws: Enterprises need to understand and comply with Vietnamese laws related to the operations of representative offices. Otherwise, they may be fined or have their operations suspended.
3. Regulations on periodic activity reports
- Activity report: Representative offices must prepare and submit periodic activity reports (usually annually) to the Department of Planning and Investment or the competent management agency. This report must clearly state the activities performed, the results achieved and the operational plan for the coming period.
- Tax reporting: Representative offices must submit periodic tax reports to the tax authorities, including personal income tax reports, value added tax reports (if any), and other financial reports as prescribed.
- Labor report: Representative offices need to report on the labor situation to the local Department of Labor, War Invalids and Social Affairs, including the number of employees, wages and welfare regimes.
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