You've decided Vietnam is the right market for your company, but a full subsidiary is more commitment than you need right now. A Representative Office sounds simpler — and it is — until you're buried in consular legalization requirements, unclear Vietnamese form fields, and a 30-day deadline you didn't know existed.
This guide breaks down the exact process for a foreign trader to register a Representative Office (RO) in Vietnam under Decree 07/2016/ND-CP. We cover the documents you need from your home country, the Vietnamese government forms translated field-by-field, the submission procedure, and the critical mistakes that trigger fines of up to VND 100 million.
What a Representative Office Can and Cannot Do
Under Article 44 of Vietnam's Law on Enterprises, an RO is a dependent unit of a foreign business, authorized to represent the parent company's interests and protect those interests. Critically, an RO cannot conduct profit-generating business activities in Vietnam. It exists for trade promotion, market research, and liaison work only.
The license itself is valid for up to 5 years, but cannot exceed the remaining validity of your parent company's Business Registration Certificate. This means if your home-country registration expires in 3 years, your RO license cannot extend beyond that date.
Documents Required for RO Establishment License
Under Decree 07/2016/ND-CP, the application dossier for establishing a Representative Office includes the following. All documents issued by foreign authorities must be consular legalized by a Vietnamese diplomatic mission or consular office in your home country, then translated into Vietnamese.
- Application form for the Representative Office Establishment License — signed by the authorized representative of the foreign trader (original copy)
- Copy of the Business Registration Certificate or equivalent document of the foreign trader — certified by the competent authority where the company was established or registered
- Audited financial statements or equivalent document proving the existence and operation of the foreign trader in the most recent fiscal year
- Document proving the location of the proposed RO office (lease agreement or proof of address)
- Passport/legal documents of the person expected to be the Head of the Representative Office
Copyable Template: Application Letter for RO Establishment
Use this template as a reference for the application letter. The official form follows the Ministry of Industry and Trade template. Consult your licensing authority for the exact current form before submission.
Date: [DD/MM/YYYY] To: [Department of Industry and Trade / Management Board of Industrial Zones]
[Address of Receiving Authority] RE: Application for Establishment License of Representative Office Dear Sir/Madam, We, [Full Legal Name of Foreign Trader], a company established under the laws of [Country Name] with Business Registration Certificate No. [Registration Number] issued on [Date] by [Issuing Authority], with registered head office at [Full Address in Home Country], hereby apply for a License to establish a Representative Office in Vietnam. Proposed Representative Office Details:
- Name: [Full RO Name as it will appear on license]
- Address: [Full Address in Vietnam]
- Head of Representative Office: [Full Name]
- Passport Number: [Passport Number]
- Nationality: [Nationality]
- Scope of Activities: [Trade promotion, market research, liaison activities as permitted by law] We enclose the following documents:
1. Application form (original)
2. Consular-legalized copy of Business Registration Certificate
3. Audited financial statements for the most recent fiscal year
4. Document proving the proposed office location
5. Passport copy of the proposed Head of Representative Office We confirm that the information provided is accurate and complete, and we commit to complying with all applicable laws of Vietnam. Sincerely,
[Authorized Signatory Name]
[Position in Company]
[Company Stamp]
Form Field-by-Field Translation Reference
Vietnamese government forms use specific terminology. Here is a reference translation of key fields you will encounter in the RO application and reporting forms.
| Vietnamese Field | English Meaning | What to Enter |
|---|---|---|
| Tên Văn phòng đại diện | Representative Office Name | UPPERCASE, as it will appear on license |
| Địa chỉ trụ sở | Head Office Address | Full Vietnamese address with district and city |
| Thời hạn hoạt động | Operational Term | From [date] to [date] (max 5 years, not exceeding parent BRC) |
| Người đứng đầu | Head of Representative Office | Full name as in passport |
| Quốc tịch | Nationality | As in passport |
| Số tài khoản ngoại tệ | Foreign Currency Account Number | If RO has a bank account in Vietnam |
Submission Procedure: Step-by-Step
- Prepare all documents in your home country. Obtain the Business Registration Certificate and audited financial statements. Have them consular legalized at a Vietnamese diplomatic mission and translated into Vietnamese.
- Secure a location for the RO. Sign a lease agreement or obtain documentation proving your right to use the proposed office address.
- Complete the application form. Fill out the official Ministry of Industry and Trade form in Vietnamese. The authorized representative of the foreign trader must sign.
- Submit the dossier. File with the Department of Industry and Trade (or Management Board of Industrial Zones) where the RO will be located. Submission can be in person, by post, or online where applicable.
- Receive supplement request (if any). If the dossier is incomplete, the authority will request supplementation within 3 working days. This request is made only once during processing.
- Receive the license. Within 5 working days from receipt of a complete and valid dossier, the authority grants the Establishment License.
Official Fee and Submission Locations
The appraisal fee for licensing or re-issuance is VND 1,500,000 per license (approximately USD 60). This is a fixed official fee — if any party quotes you a significantly different amount for the government fee, verify directly with the receiving authority.
Submission location: Department of Industry and Trade (Sở Công Thương) of the province or centrally-run city where the RO is located, or the Management Board of Industrial Zones, Export Processing Zones, Economic Zones, and Hi-Tech Zones if the RO is inside such a zone.
Common Mistakes That Trigger Rejection or Fines
1. Missing the 30-Day Extension Deadline
The RO license expires after 5 years (or shorter, if limited by your parent BRC). You must submit the extension application at least 30 days before expiration. Operating on an expired license triggers fines of VND 60,000,000 to VND 100,000,000.
2. Failing to Amend the License Within 60 Working Days
If you change the Head of Representative Office, RO name, address within the same province, or scope of activities, you must file for an amendment within 60 working days of the change. Missing this deadline triggers fines of VND 20,000,000 to VND 40,000,000.
3. Submitting Extension and Amendment Together
Extension and amendment are two separate procedures. The licensing authority may refuse a combined submission. File them as separate applications.
4. Skipping Consular Legalization
Documents from your home country — especially the Business Registration Certificate — must be consular legalized by a Vietnamese diplomatic mission overseas. Without this, the dossier is invalid.
5. Using an Unlicensed Location
The RO must operate from the address stated on the license. Moving within the same province requires an amendment. Moving to a different province requires a completely new license application.
Frequently Asked Questions
How long is a Representative Office license valid in Vietnam?
A Representative Office Establishment License is valid for up to 5 years, but cannot exceed the remaining validity of the foreign trader's Business Registration Certificate in its home country.
What is the fee for establishing or extending a Representative Office license?
The appraisal fee is VND 1,500,000 per license for both establishment and extension. This is the official government fee. Verify with the receiving authority for any additional administrative charges.
Can a Representative Office generate revenue or sign contracts in Vietnam?
No. Under Article 44 of the Law on Enterprises, a Representative Office is a dependent unit authorized to represent and protect the parent company's interests. It cannot conduct profit-generating business activities or sign commercial contracts in Vietnam.
How often must I report on Representative Office activities?
Representative Offices must file annual activity reports with the licensing authority. The report form includes details on personnel, operations, and changes during the year. Specific reporting deadlines should be confirmed with your licensing Department of Industry and Trade.
What happens if my RO license expires before I extend it?
Operating on an expired Representative Office license triggers administrative fines ranging from VND 60,000,000 to VND 100,000,000. Submit your extension application at least 30 days before expiration to avoid penalties.