EXPERTIS SERVICE OF ESTABLISHING REP OFFICE IN VIETNAM

  • Pre-establishment consultant about issues related to opening a representative office in Vietnam;
  • Make documents of opening representative office in Vietnam in accordance with the laws and customer request;
  • Apply for the license of representative office in Vietnam;
  • Register for a stamp and stamp certificate for the representative office in Vietnam;
  • Register and complete the procedure of issuing tax code notice for the representative office in Vietnam;
  • Consult on the post-establishment procedures of the representative office in Vietnam;
  • Work with Department of Industry and Trade, social insurance office to declare the human resource, labor situation of the representative office;

Monthly maintenance service for representative office

  • In charge of accounting issues for the representative office
  • In charge of tax issues: declare personal income tax, finalize PIT for employees of the rep office, withholding tax (if any).
  • In charge of issues related to salary and social insurance for the rep office.
  • In charge of annual report for the rep office.
  • Consult on issues related to the activities of rep office.

CONDITIONS OF A REPRESENTATIVE OFFICE IN VIETNAM

In 2019, the procedure of establishing a foreign company’s representative office in Vietnam will still be regulated by the Circular No.11/2016/BCT, Decree 07/2016/ND-CP and the Law of Commerce. You can find below the conditions, required documents, procedure of opening a rep office of foreign company in Vietnam:

Legal basis

  • 2006 Law of Commerce;
  • Decree 07/2016/ND-CP for details in Law of Commerce about representative office, branch of foreign businesses in Vietnam;
  • Circular 11/2016/TT-BTC for instructing the Decree 07/2016/ND-CP.

Conditions of opening representative office of a foreign company in Vietnam

  • Foreign businesses can only be granted Certificate of Rep Office in Vietnam if they meet the following conditions:
  • The foreign company has been established and registered at a country participating in international treaties of which Vietnam is a member or recognized by the country;
  • Foreign company operating at the country for at least 01 year since the date of establishment or registration.
  • If the foreign business license has a period of validity, it must still be valid for at least 01 year since the date of submitting documents in Vietnam;
  • Rep Office work scope: market research, promote business in Vietnam.
  • In case the activities of the Rep Office is inconsistent with the commitments of Vietnam or the foreign business does not belong to the country or territory participating in international treaties to which Vietnam is a member, the establishment of the Office The representative office must be approved by the Minister-Head of the ministerial-level (hereinafter referred to as the Minister of the industry).

Cases not allowed to open a foreign company’s rep office in Vietnam

  • The foreign business does not meet the conditions above.
  • The foreign business trades only goods and services that are prohibited in Vietnam.
  • The foreign business asked for application of rep office license in Vietnam within 02 years after the date of revoking RO license.
  • There is substantial evidence that the establishment of the rep office is a threat to national security, defense, social safety and order, historical, cultural, moral and fine traditions. Vietnamese customs and people’s health, destroying resources, destroying the environment.
  • The documents submitted are not valid and not sufficient according to licensing authority request.

STEPS OF OPENING REP OFFICE IN VN

  • Step 1: Apply for representative office license in Vietnam: within 7 to 10 working days.
  • Step 2: Make stamp for the representative office: within 05 working days.
  • Step 3: Issue a tax code for a foreign company’s representative office: within 05-07 working days.

Required Documents for establishing foreign company’s representative office in Vietnam

  • Application form for establishing foreign company’s rep office in Vietnam;
  • A copy of business license or equally valid documents of foreign business issued by the foreign authority.
  • A letter of appointing head of representative office;
  • A copy of audited financial statement or a confirmation from the authority of the foreign business’ country on their financial and tax situation in the latest fiscal year, as evidence for their activity in the same period;
  • A copy of passport (for foreigners) or ID (for Vietnamese) of the head of representative office;
  • Documents of expected business location of the representative office including:
  • Office leasing contract and the lessor’s Land use right certificate (if leasing from a company, their business license in real estate industry is also required);
  • Besides, the location of the representative office must comply with the laws of Vietnam and requirements of safety, security, labor safety, and other regulations.

Documents needed for translation, notarization and consular legalization

  • Documents needed for consular legalization and translation: Business license
  • Documents needed for translation and notarization:
  • Passport of the head of representative office
  • Company’s charter
  • Audited financial statement or confirmation on financial and tax situation of the latest fiscal year
  • Note: All documents of representative office establishment must be signed and stamped by the parent company. If the parent company does not have a stamp, all documents must be legalized by consular.

Procedure after establishing a foreign company’s representative office in Vietnam

  • Open a payment account in foreign currency and a payment account in VND (originated from foreign currency) at a valid bank in Vietnam. These accounts are only used for the rep office’s activities;
  • Send reports on 30th of January each year;
  • Make cash book to record all expenses and revenues during the operation of the representative office;
  • Apply for work permit for foreigners working at the representative office (if any);
  • The representative office must make annual report of activity (as per template) and get confirmed by the Department of Industry and Trade;
  • Sign labor contract with the head of representative office and employees;
  • Every year the foreign company must confirm salary and income (as per template) for the head of RO and employees;
  • Pay PIT to the head of RO and the employees (if any). Please note to keep a copy of all tax declaration forms and receipts of the government departments when paying tax, and finalize annual income tax for the head of RO and the employees;
  • Other duties as per current laws and regulations;

Announce information of the representative office in Vietnam

Within 15 days from the date of issuing, adjusting, renewing or revoking the RO license, the licensing authority will make an announcement on their web portal about:

  • Name, address of the representative office;
  • Name, address of the foreign company;
  • Head of the representative office;
  • Number, issuing date, validity period of the RO license, licensing authority;
  • Scope of activity of the representative office;
  • Date of reissuing, adjusting, renewing, revoking the RO license.

PROCEDURES DURING REP OFFICE OPERATION

Legal documents to keep during operation of the representative office in Vietnam

  • Business license;
  • Stamp, stamp certificate;
  • Notice of tax code pay for the representative office;
  • Documents as instructed above.

Modes of reporting rep office activity in Vietnam:

  • Before 30th Jan each year, the representative office is responsible for sending reports as per template of the Dept of Industry and Trade for their activity of the previous year by courier to the Department of Trade and Industry.
  • Representative office is responsible for reporting, providing documents or explaining issues related to their activity as required by the government.

Maintain the management system for monthly RO activity

  • Revenue and expense accounting for the RO
  • Declare CIT, finalize PIT for the employees working at the RO in Vietnam.
  • Declare contractor tax if any
  • Salary and Social Insurance for employees working at the office.