Tiếng Việt
中文Quick answer: A representative office (RO) of a foreign trader in Vietnam is a dependent unit of the foreign trader, established to study the market and carry out certain trade promotion activities permitted by law — it may not directly conduct business or conclude commercial contracts for profit purposes. The RO operates under the Commercial Law 2005 and must be granted an Establishment License.
Legal basis
- Commercial Law 2005 — Article 3 (definitions), Articles 17–18 (rights and obligations of ROs);
- The Government decree guiding ROs of foreign traders in Vietnam.
What is a representative office?
Under clause 6, Article 3 of the Commercial Law 2005, an RO of a foreign trader in Vietnam is a dependent unit of the foreign trader, established under Vietnamese law to study the market and carry out certain trade promotion activities permitted by Vietnamese law.
Related services
Commercial Contracts
If you are preparing to sign, review or handle a dispute arising from a contract, ANT Legal can help assess key terms, legal risks and suitable handling options.
Rights and obligations of the representative office
Rights
- Operate strictly within the purposes and scope stated in the Establishment License;
- Lease offices and lease/purchase vehicles and equipment necessary for its operations;
- Recruit Vietnamese and foreign employees as prescribed;
- Open foreign currency and Vietnamese Dong accounts at licensed banks to serve its operations.
Obligations and limits
- May not directly conduct profit-generating business activities or conclude commercial contracts on behalf of the foreign trader;
- May not lease or lend the License;
- Submit periodic activity reports to the licensing authority;
- Comply with Vietnamese law on tax, labor and foreign exchange (e.g. PIT obligations for employees working at the RO).
Key notes
- An RO is not an independent legal entity; the Head of the RO is responsible for all activities within the permitted scope;
- The RO Establishment License has a fixed term — it must be renewed on time; late renewal may result in administrative penalties;
- To conduct business directly in Vietnam, a foreign trader must establish an enterprise or a branch instead of an RO.
How ANT Legal can help
ANT Legal advises on and represents clients in applying for and renewing RO Establishment Licenses and in legal compliance for foreign traders. For advice on your specific case, please contact our lawyers at 0966.475.966.
