Where to Start When Opening a Representative Office of a Foreign Company in Vietnam?

Jun 12

With Vietnam’s rapidly growing economy and large market potential, more and more foreign companies are interested in establishing a presence in Vietnam through a representative office. This is an ideal option for businesses to survey the market and promote trade without directly conducting business activities.

However, the process of opening a foreign company’s representative office in Vietnam still involves multiple procedural and legal barriers, as well as misunderstandings about its legal authority. How do you properly prepare – execute – and operate it?

Let’s walk through 4 essential steps you cannot skip if you want to establish your brand in the Vietnamese market in a professional and effective way.

4 Steps to Open a Representative Office of a Foreign Company in Vietnam

The process of opening a representative office isn't overly complicated, but it requires businesses to understand each necessary step to avoid mistakes that can lead to time and cost overruns. From preparing documents to beginning operations, each step has its own legal considerations. Here are the 4 important steps companies need to take to open a representative office in Vietnam efficiently and legally.

Step 1: Prepare the Complete and Correct Legal Documents

Before submitting the application, the parent company abroad must prepare a legal dossier including:

Certificate of incorporation of the parent company (consular legalized).
Most recent audited financial statements.
Decision to appoint the Head of the Representative Office in Vietnam.
Passport and relevant information of the appointed person.
Authorization letter for the person handling procedures (if applicable).

Additionally, the parent company’s business line must fall under the categories permitted to open a representative office in Vietnam. Many applications are rejected solely because the main business line is not eligible.

Tip from DEDICA: Consular legalization of documents in the foreign country must be done at a Vietnamese embassy or consulate abroad – this step takes time, so do it early to avoid delays.

Step 2: Submit Application and Work with Licensing Authorities

The complete dossier is submitted to the Department of Industry and Trade (for general trade sectors) or to other specialized ministries such as the Ministry of Health, Construction, Transport... depending on the parent company’s business field.
The typical processing time is 7 working days, but it can be extended if:

The dossier lacks documents or information.
The business sector is sensitive or requires detailed verification.
Authorities request clarification or additional documents.

With years of experience working with administrative agencies, DEDICA helps clients explain and resolve additional requests, significantly shortening the licensing time.

Step 3: Register Seal and Tax Code for the Representative Office

Once the establishment license is granted, the company needs to:

Register the seal template at the local police department, or create a seal under new regulations (registration not required).
Register for a tax code at the local tax authority.
Open a bank account to manage operational expenses.

A representative office does not conduct commercial business and thus does not incur VAT or corporate income tax obligations. However, it still must declare and finalize contractor tax and personal income tax if employing foreign personnel.

Step 4: Operate and Comply with Legal Requirements

After commencing operation, the representative office must:

Submit annual activity reports to the licensing authority.
Declare and pay social insurance for its employees (if any).
Comply with foreign labor regulations when hiring expatriates.

Importantly, the Head of the Representative Office holds the highest legal responsibility in Vietnam. Therefore, it is crucial to appoint someone with legal knowledge and experience, especially in working with administrative agencies and local stakeholders.

Real-World Experience – How DEDICA Has Assisted Clients

Our firm has supported hundreds of investors from Asia, Europe, and America in establishing representative offices in Vietnam — including major brands in pharmaceuticals, technology, and education.

A typical case: Client A – a Japanese industrial robotics company – received full support from DEDICA, from document legalization and interfacing with the Ministry of Industry and Trade, to tax code registration and hiring the first staff. Within 30 days, their representative office was fully operational.

What made the difference with DEDICA was our proactive approach and deep understanding of Vietnam’s administrative culture, helping clients not only comply with the law but also operate efficiently and adaptively.

DEDICA – Your Partner in Entering the Vietnamese Market

If you are looking for a fast, accurate, and cost-effective solution to open a representative office of a foreign company in Vietnam, DEDICA is your ideal partner.

With a team of experienced lawyers in foreign investment and corporate consulting, we are committed to delivering comprehensive, professional, and effective legal solutions to realize your investment goals.

Contact DEDICA Law Firm for expert legal advice!
📞 Hotline: (+84) 39 969 0012 (Support via WhatsApp, WeChat & Zalo)
🏢 Head office: 144 Vo Van Tan St., Vo Thi Sau Ward, District 3, HCMC
🕒 Working hours: Mon–Fri (8:30 – 18:00)
Get in touch now for a free initial consultation with our professional legal team!