Key Takeaways
- A Vietnam representative office is a dependent unit of its foreign parent company, not a separate legal entity.
- It may conduct liaison, market research, and promotion of the parent company’s business but cannot directly sell goods, provide paid services, issue sales invoices, or earn revenue.
- The foreign trader must generally have operated for at least one year before applying.
- A representative office licence is normally valid for up to five years, subject to the remaining validity of the parent company’s registration.
- The office must submit its annual activity report by January 30.
- Changes involving the parent company, office name, operating scope, address, or head of the representative office generally require a licence adjustment within 60 days.
- Foreign personnel are governed by Decree No. 219/2025/ND-CP, which replaced the previous work-permit framework from August 7, 2025.
- A representative office is suitable for non-commercial market entry. A foreign-invested company or eligible branch is usually required once the business intends to generate revenue in Vietnam.
A Vietnam representative office allows a foreign trader to establish a local presence for market research, liaison, and business-promotion activities without incorporating a revenue-generating company. Although this structure is comparatively simple, it is subject to licensing, employment, reporting, tax, and operational restrictions.
What Is a Vietnam Representative Office?
A Vietnam representative office is a dependent unit established by a foreign trader to represent and protect the trader’s interests in Vietnam. Its permitted functions are limited to liaison activities, market research, and promotion of the parent company’s business.
A representative office does not have independent legal personality and is not designed to conduct commercial transactions. The foreign trader remains legally responsible for the office’s operations in Vietnam. Decree No. 07/2016/ND-CP expressly limits representative-office activities to liaison, market research, and business promotion.
This structure is therefore most appropriate when a foreign business wants to:
- Study the Vietnamese market;
- Build relationships with customers, suppliers, and commercial partners;
- Promote the parent company and its products or services;
- Monitor market developments;
- Coordinate communications between the parent company and Vietnamese parties; or
- Support the implementation of contracts entered into by the parent company, within the representative office’s licensed scope and the authority granted to its head.
It is not a substitute for a company or other commercial establishment when the intended activities involve direct sales, service delivery, invoicing, or revenue collection.
What Can and Cannot a Representative Office Do?
Representative office activities
Generally permitted | Generally prohibited |
Conduct market research | Sell goods or provide paid services |
Perform liaison and communication functions | Generate revenue in Vietnam |
Promote the parent company’s business | Issue VAT or commercial sales invoices |
Develop relationships with local stakeholders | Operate as a distributor or reseller |
Support and monitor the parent company’s activities | Independently enter revenue-generating contracts |
Recruit staff strictly for authorized representative office activities | Do not operate the office as an unregistered commercial trading entity |
Businesses should cross-examine their exact authorized activities with their operating license and relevant industry-specific laws. Some industries—such as banking, insurance, legal services, education, or other regulated sectors—may be governed by specialised rules rather than only the general representative-office regime.
If the parent company authorises the head of the representative office to sign, amend, or supplement a contract, Decree No. 07/2016/ND-CP requires specific written authorisation for each such transaction. This does not convert the representative office into a general commercial contracting entity.
Eligibility to Establish a Representative Office in Vietnam
A foreign trader may generally obtain a representative-office establishment licence when it satisfies the following conditions:
- It is lawfully incorporated or registered under the law of a country or territory that is party to a treaty with Vietnam, or is otherwise recognised by that jurisdiction.
- It has operated for at least one year from its establishment or registration date.
- If its business registration or equivalent document has an expiry date, that document remains valid for at least one more year from the application date.
- The intended operations align with Vietnam’s relevant international treaty obligations.
- If the proposed activities fall outside those commitments, or the trader comes from a jurisdiction not covered by the relevant treaty framework, approval from the competent ministry may be required.
These requirements are set out in Article 7 of Decree No. 07/2016/ND-CP.
The law does not prescribe a general minimum capital contribution for establishing a representative office. However, the applicant must provide evidence that the foreign trader genuinely exists and operated during its latest fiscal year.
Documents Required for the Application
A standard application dossier generally includes:
- The prescribed application form signed by an authorised representative of the foreign trader;
- The foreign trader’s business registration certificate or equivalent document;
- Appointment document for the Head of Representative Office;
- Audited financial statements, confirmation of tax or financial obligations, or equivalent evidence of the foreign trader’s existence and operation during its latest fiscal year;
- The passport or Vietnamese identity document of the proposed head;
- A lease, memorandum of understanding, or other evidence of the right to use the proposed premises; and
- Documents demonstrating that the proposed location complies with applicable Vietnamese requirements.
Foreign-language documents must be translated and certified as required. Certain overseas corporate documents must also be consularly legalised unless an applicable treaty or legal exemption applies.
The licensing authority is normally:
- The provincial Department of Industry and Trade for an office located outside an industrial park, export-processing zone, economic zone, or high-tech zone; or
- The relevant management board for an office located inside one of those zones.
Sector-specific representative offices may fall under a different authority.
Application Procedure and Processing Time
The foreign business entity may lodge the application package in person, via postal services, or through the designated electronic portal where available.
For an ordinary application:
- The authority examines the dossier within three working days.
- If the dossier is incomplete, the authority may request supplementation. Decree No. 07/2016/ND-CP states that this request should be made only once during the processing of the application.
- The authority issues its decision within seven working days after receiving a valid dossier.
- A refusal must be given in writing with reasons.
Cases requiring consultation with a competent ministry follow an extended process.
The statutory processing period begins only after a valid and complete dossier is received. Document legalisation, translation, lease verification, supplementation, and ministry consultation can extend the practical timeline.
Licence Validity and Renewal
A representative-office establishment licence is normally valid for five years. However, its term cannot extend beyond the remaining validity of the foreign trader’s registration document if that document has a fixed expiry date.
The renewal application must be filed at least 30 days before the existing licence expires. The ordinary statutory processing period is five working days after receipt of a valid renewal dossier, although cases requiring ministry consultation take longer.
Foreign traders should begin preparing well before the 30-day statutory deadline because overseas documents may require legalisation, translation, and certification.
Ongoing Compliance Obligations
Obtaining the licence is only the beginning of representative-office compliance.
Stay Within the Licensed Scope
The office should maintain a clear separation between permissible promotional or liaison work and commercial activity. Its staff should not accept customer payments, issue sales invoices, sell goods, or provide services for consideration through the representative office.
Activities, job descriptions, powers of attorney, expense records, and correspondence should remain consistent with the non-commercial scope stated in the licence.
Maintain Compliant Premises and Signage
The office must operate from a lawful location that satisfies applicable security, occupational safety, hygiene, construction, and property-use requirements. It may not lend or sublet its premises.
The representative-office name must include the parent company’s name and the designation “Representative Office.” A nameplate must be displayed at the registered location.
Submit the Annual Activity Report
Every representative office must submit an activity report to its licensing authority by January 30 each year, using the prescribed Ministry of Industry and Trade form. It must also provide reports, documents, or explanations when requested by a competent authority.
Failure to report is not merely an administrative oversight. A licence may be revoked if the office:
- Fails to submit its annual report for two consecutive years; or
- Fails to provide a required report within six months after the deadline or a written request from the licensing authority.
Manage Payroll, Tax, and Insurance Obligations
A properly operated representative office does not conduct taxable sales and ordinarily does not incur corporate income tax or VAT on business revenue because it should not generate such revenue.
It may nevertheless have employer-related obligations, including:
- Registering and administering employee tax matters;
- Withholding and declaring personal income tax where required;
- Maintaining payroll and supporting documentation;
- Participating in compulsory social insurance, health insurance, or unemployment insurance for eligible employees; and
- Completing employee tax finalisation or issuing supporting documents where applicable.
Social insurance obligations in Vietnam are primarily regulated under the 2024 Law on Social Insurance, which took effect on July 1, 2025, alongside its accompanying implementation guidance. Coverage for a particular Vietnamese or foreign employee depends on the employee’s contract, immigration or work-authorisation status, assignment structure, and any statutory exclusion.
Hiring Vietnamese Employees
A representative office may recruit Vietnamese employees for lawful functions such as administration, research, liaison, compliance, and operational support.
Employment arrangements must comply with Vietnamese labour law, including applicable rules on:
- Employment contracts;
- Working and rest time;
- Salary and payment records;
- Leave;
- Internal labour rules where required;
- Workplace safety;
- Statutory insurance;
- Personal income tax; and
- Termination and severance obligations.
Job descriptions should reflect the representative office’s permitted scope. Titles or duties suggesting direct sales, revenue responsibility, invoicing, or service delivery may create regulatory concerns if actual activities exceed the licence.
Employing Foreign Workers
From August 7, 2025, foreign-worker procedures are governed by Decree No. 219/2025/ND-CP. (take effective till December 5 2026)
A representative office may employ foreign nationals, including a foreign head of office, but each individual must have an appropriate work permit or qualify for an exemption.
Decree No. 219/2025/ND-CP recognises representative offices as a form of commercial presence for foreign-worker purposes. It also includes exemptions for qualifying intra-corporate transferees in Vietnam’s committed service sectors and for qualifying managers, executive directors, experts, or technical workers who work in Vietnam for fewer than 90 days in a calendar year. The precise requirements and notification procedures must be checked for each employee.
The work-permit dossier includes the employer’s written request explaining its need to employ the foreign worker. The competent authority normally decides a valid application within ten working days under the 2025 decree.
Vietnam had approximately 161,992 foreign workers at the end of 2024, including 12,797 workers reported as exempt from work-permit requirements.
A work-permit exemption does not necessarily mean that no procedure is required. Depending on the exemption category, the representative office may still need an exemption certificate or must notify the competent authority.
Role and Restrictions of the Head of the Representative Office
The Head of Office exercises operational authority strictly within the scope delegated by the foreign trader and remains directly accountable to the parent company for all actions performed thereunder.
The head cannot concurrently serve as:
- Head of a branch under the same foreign entity;
- Head of a branch under a different foreign entity;
- Legal representative of the same or another foreign trader; or
- Legal representative of an enterprise established under Vietnamese law.
Prior to leaving Vietnam, the chief representative is required to issue formal written delegation to another individual, provided the foreign trader has granted advance consent. If the head is absent for more than 30 days without authorisation—or dies, disappears, is detained or imprisoned, or loses legal capacity—the parent company must appoint a replacement.
Changing the Head or Other Licence Information
A licence adjustment is required for specified changes, including:
- A change in the foreign trader’s name or head-office address;
- Change of the head of the representative office;
- A change in the representative office’s name;
- A change in its licensed activities; or
- A change in its location within circumstances handled as a licence adjustment.
The adjustment application must generally be submitted within 60 days after the relevant change. The ordinary statutory processing period is five working days after receipt of a valid dossier.
For a change of head, the dossier generally includes:
- The prescribed adjustment application;
- The new appointment letter;
- The new head’s passport or Vietnamese identity document;
- Evidence that the former head fulfilled relevant personal income tax obligations at the time of the change; and
- The original establishment licence.
The source articles’ suggested requirements for an “updated office charter” and a separate “declaration of no pending legal liabilities” are not stated as standard documents under Article 16 of Decree No. 07/2016/ND-CP. Likewise, the ordinary statutory processing period is five working days after a valid adjustment dossier—not a general period of seven to 15 working days.
A move to another province or to an area managed by a different management board is treated as a re-grant rather than an ordinary address adjustment. It requires closure notification in the former jurisdiction and an application in the new jurisdiction.
Representative Office vs Branch vs Foreign-Invested Company
Choosing the appropriate market-entry structure
Issue | Representative office | Branch | Foreign-invested company |
Separate legal entity | No | No | Yes |
Market research and liaison | Yes | Yes | Yes |
Direct revenue-generating activity | No | Potentially, within its licensed scope | Yes, within registered and licensed activities |
Issue commercial invoices | No | Potentially | Yes |
Parent-company operating history | Generally at least one year | Generally at least five years | Different investment and incorporation requirements apply |
Best suited for | Market exploration and non-commercial presence | Permitted branch operations | Long-term commercial operations |
A representative office may be the right choice during market validation. Once personnel begin negotiating and executing sales, delivering services, receiving revenue, or carrying out distribution functions, the parent company should assess whether a branch or foreign-invested company is required.
Common Compliance Mistakes
Foreign traders should avoid:
- Treating the representative office as an informal sales office;
- Allowing employees to perform revenue-generating functions;
- Using outdated work-permit rules;
- Missing the January 30 annual-report deadline;
- Renewing the licence too late;
- Failing to adjust the licence after a change of head, address, name, or activity;
- Appointing a head who holds an incompatible position;
- Failing to document authority when the head is absent;
- Using premises that are not legally suitable for office registration;
- Neglecting personal income tax and statutory insurance administration; and
- Assuming that a non-revenue office has no recordkeeping or regulatory obligations.
Closure of a Representative Office
Closure may occur voluntarily, upon the parent company’s cessation, after licence expiry without renewal, following refusal of renewal, upon licence revocation, or when the foreign trader no longer satisfies the applicable establishment conditions.
The closure dossier includes the prescribed notice, the original licence, and—depending on the circumstances—lists of creditors, outstanding taxes and social-insurance liabilities, and employees and their benefits.
The foreign trader must settle outstanding contractual obligations, debts, taxes, insurance contributions, and employee entitlements. Closure of the licence does not extinguish these liabilities.
How Premia TNC Can Assist
Premia TNC supports foreign traders throughout the representative-office lifecycle, including:
- Eligibility and market-entry assessment;
- Establishment and renewal applications;
- Document legalisation and translation coordination;
- Licence adjustments and re-grant procedures;
- Change of head or registered address;
- Annual activity reporting;
- Payroll, personal income tax, and insurance administration;
- Work permits and exemption procedures;
- Compliance reviews; and
- Representative-office closure or conversion to a commercial structure.
Frequently Asked Questions
1. Can a Vietnam representative office earn revenue?
No. Its functions are limited to permitted non-commercial activities such as liaison, market research, and promotion of the parent company’s business.
2. Can a representative office hire employees?
Yes. It may hire Vietnamese and foreign employees for activities within its lawful scope. Vietnamese labour, tax, insurance, immigration, and foreign-worker rules remain applicable.
3. Is a work permit mandatory for the Head of a Representative Office in Vietnam?
A foreign head generally needs a work permit unless a statutory exemption applies. The position itself does not automatically exempt the individual. The applicable procedure should be assessed under Decree No. 219/2025/ND-CP.
4. How long is a representative-office licence valid?
The standard term is five years; however, it shall not exceed the remaining validity period of the parent company's business registration where such registration carries an expiration date.
5. When is the annual activity report due?
It must be submitted to the licensing authority by January 30 each year.
6. How quickly must a licence change be reported?
For changes falling under the licence-adjustment rules, the application generally must be filed within 60 days after the change.
7. Can the branch/representative office sign legal contracts on behalf of its foreign parent company??
The representative office cannot independently conduct commercial business. If the parent company authorises the head to sign, amend, or supplement a contract, specific written authorisation is required for each transaction.
8. When should a foreign trader establish a company instead?
A company should normally be considered when the business intends to sell goods, supply paid services, issue invoices, collect revenue, operate a distribution channel, or maintain a long-term commercial operation in Vietnam.
