Based on Decree 07/2016/ND-CP detailing the Law on Commerce regarding representative offices and branches of foreign traders in Vietnam, the establishment, operation, rights and obligations of representative offices and branches of foreign traders in Vietnam are regulated.
The right of foreign traders to establish offices in Vietnam.
1. Foreign traders may establish representative offices and branches in Vietnam in accordance with Vietnam's commitments in international treaties to which Vietnam is a party.
2. A foreign trader is not allowed to establish more than one Representative Office or Branch with the same name within the same province or centrally-governed city.
Conditions for granting a license to establish a representative office in Vietnam.
1. Conditions for granting a license to establish a representative office.
Foreign traders are granted a license to establish a representative office when they meet the following conditions:
1. Foreign traders must be established and registered in accordance with the laws of the country or territory that is a party to an international treaty to which Vietnam is a member, or be recognized by the laws of those countries or territories;
2. Foreign traders must have been operating for at least one year since their establishment or registration date;
3. In cases where the business registration certificate or equivalent document of a foreign trader specifies a period of operation, that period must be at least one year remaining from the date of application submission;
4. The activities of the representative office must be consistent with Vietnam's commitments in international treaties to which Vietnam is a party;
5. In cases where the activities of the Representative Office are inconsistent with Vietnam's commitments or the foreign trader is not from a country or territory participating in an international treaty to which Vietnam is a member, the establishment of the Representative Office must be approved by the Minister or Head of the specialized agency at the ministerial level (hereinafter referred to as the Minister of the specialized agency).
2. How must the activities of a representative office be consistent with Vietnam's commitments in international treaties to which Vietnam is a signatory?
According to Vietnam's commitments on trade in services upon joining the WTO; the 2005 Commercial Law; and Government Decree No. 07/2016/ND-CP dated January 25, 2016, detailing the Commercial Law regarding representative offices and branches of foreign companies (traders) in Vietnam, the Ministry of Industry and Trade has announced the following areas of activity for foreign investors permitted to establish representative offices in Vietnam:
STT (1) | Sectors/Subsectors (2) | Specialized regulatory agency (3) |
1 | Business services: | |
A - Professional Services | ||
1. Legal services | Judicial | |
2. Accounting, auditing, and bookkeeping services | The financial | |
3. Tax consulting services | The financial | |
4. Architectural Services | Ministry of Construction | |
5. Technical consulting services | ||
6. Urban planning and urban landscape architecture services | Ministry of Construction | |
7. Veterinary Services | Ministry of Agriculture and Rural Development | |
B. Computer services and related services | Ministry of Information and Communications | |
C - Research and Development Services | Ministry of Science and Technology | |
D - Rental service without a driver | Ministry of Industry and Trade | |
E - Other business services | ||
1. Advertising services
| Ministry of Culture, Sports and Tourism | |
2. Market research services | Ministry of Industry and Trade | |
3. Management consulting services | Ministry of Industry and Trade | |
| 4. Services related to management consulting. | Ministry of Industry and Trade |
5. Services related to agriculture, shooting ranges, and forestry. | Ministry of Agriculture and Rural Development | |
6. Services related to mining | Ministry of Industry and Trade | |
7. Services related to production | Ministry of Industry and Trade | |
8. Services related to scientific and technical consulting. | Ministry of Industry and Trade, Ministry of Science and Technology | |
9. Repair and maintenance services for machinery and equipment. | Ministry of Industry and Trade | |
2 | Information services | Ministry of Information and Communications |
3 | Construction services and related engineering services | Ministry of Construction |
4 | Distribution services | Ministry of Industry and Trade |
5 | Education Service | Ministry of Education and Training |
6 | Environmental services | Ministry of Natural Resources and Environment |
7 | Financial services | Ministry of Finance, State Bank of Vietnam |
8 | Health and social services | Ministry of Health |
9 | Tourism services and related services | Ministry of Culture, Sports and Tourism |
10 | Entertainment, cultural and sports services | Ministry of Culture, Sports and Tourism |
11 | Service of transportation | The transportation |
12 | Maritime transport support services | Ministry of Industry and Trade |
3. What happens if the activities of the representative office are inconsistent with Vietnam's commitments?
In cases where the activities of the Representative Office are inconsistent with Vietnam's commitments, or the foreign trader is not from a country or territory that is a party to an international treaty to which Vietnam is a member, the establishment of a Representative Office in Vietnam may be prohibited. It must be approved by the Minister or Head of the Ministry-level agency managing the specialized field. (hereinafter referred to collectively as the Minister of the specialized management ministry).