Can a Foreign Company Without Financial Statements Establish a Representative Office in Vietnam?

Short answer: It does not necessarily have to be an audited report. The dossier for applying for a License for the establishment of a representative office of a foreign trader requires a copy of the audited financial statements OR a written confirmation of tax or financial obligation performance in the most recent fiscal year issued by a competent authority or organization (Decree 07/2016/ND-CP). The enterprise may use the confirmation document as an alternative if it does not yet have audited statements.

Legal basis

• Decree 07/2016/ND-CP — representative offices and branches of foreign traders in Vietnam.

Licensing conditions

• The foreign trader is lawfully established and registered under the laws of its home country;
• Has been in operation for at least 01 year from the date of establishment/registration;
• Has audited financial statements for the most recent fiscal year;
• Does not fall into cases prohibited from establishing a representative office (trading in prohibited goods or services…).

Why are financial statements mandatory?

• To prove that the foreign trader is actually operating and has financial capacity;
• As a basis for the licensing authority to assess the seriousness of investment and trade promotion activities in Vietnam;
• Statements must be independently audited, consular-legalized, and notarized-translated as prescribed.

Solutions when financial statements are unavailable

• Complete the audit of the most recent fiscal year’s financial statements before submitting the dossier;
• If newly established and less than 01 year old: wait until conditions are met — there is no exception mechanism;
• Consider other more suitable forms of presence in the meantime (e.g., authorizing a Vietnamese partner for trade promotion).

If you need to determine the right approach for your specific situation, you should discuss it with a lawyer in advance for a review of your documents and advice on the course of action.

For quick advice, you can contact a lawyer at 0966.475.966.

Related articles

• Procedures for re-issuing the Establishment License of a foreign organization’s Representative Office
• Procedures for establishing a representative office of a foreign trader
• Branches of foreign traders in Vietnam