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A representative office is a familiar legal concept for international businesses wishing to expand their operations to other countries. The following article will outline the fundamental factors regarding opening representative office in Vietnam.
Representative Office
A representative office is a dependent unit of an enterprise, responsible for representing and protecting the interests of the enterprise, as stipulated in Article 2, Clause 44 of the Enterprise Law 2020. Representative offices do not conduct the business functions of the enterprise.
Basic Elements of Representative Offices in Vietnam
Regulations regarding the name of a representative office require the name to be written in Vietnamese alphabet letters, including F, J, Z, W, numbers, and symbols. The name must include the enterprise’s name followed by the phrase “Representative Office” and must be displayed or affixed at the representative office’s headquarters.
On transaction documents and publications, the name of the representative office may be printed or written in smaller size compared to the Vietnamese name of the enterprise.
Regarding the seal of the representative office, it can be made as a stamp or in the form of a digital signature according to the legal regulations on electronic transactions. The enterprise decides on the type, quantity, form, and content of the representative office’s seal and manages the seal according to the company’s charter or regulations.
According to Article 45 of the Enterprise Law 2020, an enterprise may establish one or more representative offices in a local area based on administrative geographical boundaries, with no limitation on the number of representative offices.
Registration of Representative Offices in Vietnam
The registration process for open representative office in Vietnam requires the enterprise to submit registration documents to the business registration authority.
The dossier includes a notice of establishment, a copy of the decision and meeting minutes regarding the establishment of the representative office, along with the legal documents of the head of the representative office. The business registration authority reviews the dossier and issues a Certificate of Registration of Representative Office within a period of 3 working days.
Enterprises have the right to establish representative offices domestically and internationally. Enterprises can establish one or more representative offices in a local area based on administrative geographical boundaries.
In cases where the dossier assessment finds it invalid, the business registration authority must notify the enterprise in writing of the required amendments or supplements. If the business registration authority refuses to issue the Certificate of Registration of Representative Office, it must notify the enterprise in writing and specify the reason.
Representative offices may be terminated by the decision of the enterprise or the competent state authority. The legal representative and the head of the representative office are jointly responsible for the truthfulness and accuracy of the dossier for terminating the representative office’s activities.
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