How to establish representative office in Vietnam (establish R.O in Vietnam)?
Dear Lawyer Pham,
We are a Singapore company. We have intention of opening representative office in Ho Chi Minh, Vietnam. What is required documents, procedures and fee for this service?
ASL LAW’S ADVICE
Dear Mr Ra..,
We understand that you are seeking legal advice on procedure of establishment of Representative Office in Vietnam (hereinafter referred to as the “R.O”). Therefore, we are grateful to present you our Legal Services Proposal for your review and consideration.
PROCEDURE OF REPRESENTATIVE OFFICE ESTABLISHMENT IN VIETNAM
1.1. SCOPE OF OPERATION OF REPRESENTATIVE OFFICE IN VIETNAM
Foreign business entity is entitled to establish R.O in Vietnam in order to mainly conduct the following works:
- Performing as a liaison office, doing market-research, promotion activities;
- Developing co-operative investment opportunity for the foreign business entity;
- Other activities in accordance with Vietnamese law. Please kindly be noted that R.O is not permitted to conduct any business operation, service and other directly profit-generating activities on its behalf in Vietnam.
1.2. CONDITIONS FOR ESTABLISHMENT OF REPRESENTATIVE OFFICE IN VIETNAM
1.2.1. CONDITIONS FOR THE FOREIGN BUSINESS ENTITY
License for establishment of R.O in Vietnam is granted if foreign business entity satisfied the following conditions:
- Having business registered according to the law and commitments in international agreements that the country is a member or being recognized by the law of these countries or territories;
- Having operated for no less than 01 year since legal establishment or valid business registration;
- If business registration certificate or equal documents of foreign business entities states the expiration date, the valid time should remain at least one year since the submission of the dossiers;
- The operation content of R.O must be in accordance with commitments of Vietnam in international agreements that the country is a member;
- If the operation content of R.O is not accordance with commitments of Vietnam or foreign business entities are not from countries, territories participating in international agreements that Vietnam is a member, the establishment of R.O must be approved by the Minister, heads of specialized agencies (hereinafter referred to as the Minister of specialized management). It should be noted that virtual-office is not encouraged to use as location of the R.O.
1.2.2. CONDITIONS FOR OPERATION OF R.O AND CHIEF OF R.O
Furthermore, R.O itself and Chief of R.O (the “CRO”) is obliged by applicable Commercial Law and the following regulations:
- O of one foreign business entity cannot be represented for other foreign business entity concurrently, and the R.O is not permitted to lease out its office;
- CRO is not allowed to concurrently hold the following positions:
- Head of branch (es) of the same foreign business entity in Vietnam;
- Head of branch (es) of other foreign business entity in Vietnam;
- Legal representative of the same foreign business entity or other one;
- Legal representative of business entity established under the law of Vietnam.
- If foreign business entity authorizes the Chief of R.O to engage to contract or supplement/modify signed contract, the authorization must be in written. Each authorization is for one time of engaging/supplement/modifying only.
1.3. TERM OF LICENSE
License for establishment of R.O in Vietnam for foreign business entity shall be valid in 05 years but it should not be exceeding the remaining time of business registration certificate or equal documents of foreign business entity if there are regulations on the expiration date. The license can be multiply renewed.
SCOPE OF WORK
ASL LAW could provide services of opening representative office in Vietnam. Our scope of work is specified hereunder:
|SCOPE OF SERVICES|
|Preparation of the application documents:
Notifying required information/documents in accordance with applicable laws;
Drafting application dossier;
Finalizing application dossier for execution.
Submitting the application dossier to the licensing authority on Client’s behalf;
Monitoring and following up with the relevant authorities;
Keeping Client updated on the developments and additional requirements, if any;
|Post-licensing procedures: • Obtaining stamp of the R.O.|
Roadmap for carrying out above scope of work can be described in details as follows:
Preparing the application dossier: We anticipate that this phase shall be completed within from 02 working days. The prepared documents shall then be sent to you for review, signing and seal.
Submission of application dossier: We shall submit application dossiers within 02 working days from receipt of duly signed and sealed those dossiers;
Licensing Process: Within 15-20 working days from submission of duly application dossiers to the Licensing Authority, we shall obtain License for establishment of R.O.
Post licensing: Within 5 working days, we shall complete the post-licensing procedures. Professional fee for performing services as mentioned in Item 2 above shall be:
Preparation of application documents: $US; Licensing and post-licensing procedures: $US;
Total estimated professional fee: $US, included the governmental fee.
However, the professional fee is exclusive of the following estimated costs and expenses:
10% Value-Added Tax;
Translation from English to Vietnamese and vice versa: 15 USD/A4-size page (one page must not exceed 300 words); and
Schedule of payment:
Within __ working days from the date of signing the legal service contract or legal service proposal, Client will deposit ___ of total estimated professional fee.
Client will pay the remained total estimated professional fee and other disbursement incurred on Client’s behalf (if any) within __ working days after the scope of works as prescribed herein is completed.
Client shall immediately notify us of when actual payment(s) will be made on the amount specified in the invoice(s). We will start working only upon receipt of payment of the respective invoice(s). Alternatively, we reserve the right to withdraw the service if payment is not received ___ days after the date of the invoice. Further, in the event payments are not received by the payable date, we reserve the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by us.
ACKNOWLEDGEMENT AND ACCEPTANCE
Please record your agreement to the terms of this Legal Service Proposal by signing the enclosed copy of this letter in the space provided and returning it to us. This Legal Service Proposal shall be valid only if acknowledged and accepted within ___days of the date hereof.
Once again, we would like to thank for your kind co-operation. If you have further any inquiry, please feel free to contact us.