Can a foreign company without financial reports establish a representative office in Vietnam?

Pursuant to Article 7 Decree 07/2016/ND-CP regulations:

Conditions for granting a License to establish a Representative Office

Foreign traders are granted a License to establish a Representative Office when meeting the following conditions:

1. Foreign traders are established and registered for business in accordance with the laws of countries and territories participating in international treaties to which Vietnam is a member or recognized by the laws of these countries and territories;

2. Foreign traders that have been operating for at least 01 year from the date of establishment or registration;

3. In case the Business Registration Certificate or equivalent document of a foreign trader stipulates an operating term, that term must be at least 01 year from the date of application;

4. The operational content of the Representative Office must be consistent with Vietnam’s commitments in international treaties to which Vietnam is a member;

5. In case the operational content of the Representative Office is not consistent with Vietnam’s commitments or the foreign trader does not belong to a country or territory participating in an international treaty to which Vietnam is a member, the establishment of a Representative Office must be approved by the Minister or Head of the ministerial-level agency with specialized management (hereinafter referred to as the Minister of specialized management).

Accordingly, in Article 10 Decree 07/2016/ND-CP stipulates

Application for License to establish Representative Office

1. 01 set of documents includes:

a) Application for a License to establish a Representative Office according to the form of the Ministry of Industry and Trade signed by an authorized representative of the foreign trader;

b) Copy of the Business Registration Certificate or equivalent document of the foreign trader;

c) Document of the foreign trader appointing/appointing the person in charge Head of Representative Office;

d) A copy of the audited financial statement or a document confirming the fulfillment of tax or financial obligations in the most recent fiscal year or documents of equivalent value issued or certified by a competent agency or organization where the foreign trader is established, proving the existence and operations of the foreign trader in the most recent fiscal year;

dd) A copy of the passport or identity card or citizen identification card (if Vietnamese) or copy of passport (if foreigner) of the head of the Representative Office;

e) Documents on the expected location of the Representative Office include:

– Copy of the memorandum of understanding or location rental agreement or a copy of documents proving that the trader has the right to exploit and use the location to locate the Representative Office representative;

– Copy of documents on the expected location of the representative office according to the provisions of Article 28 of this Decree and relevant legal regulations.

2. Documents specified in Point b, Point c, Point d and Point dd (in case the copy of the passport of the head of the Representative Office is a foreigner) Clause 1 of this Article must be translated into Vietnamese and authenticated according to the provisions of Vietnamese law. Documents specified in Point b, Clause 1 of this Article must be certified or consularly legalized by Vietnamese diplomatic missions and consulates abroad in accordance with Vietnamese law.

Thus, according to the above regulations, if a foreign company meets the conditions in Article 7 of Decree 07/2016/ND-CP can open a representative office in Vietnam.

In case the foreign company does not have a financial report, it can be replaced by a document confirming the implementation of tax or financial obligations in the most recent fiscal year or a document of equivalent value issued by a competent agency or organization where the foreign trader was established or confirming and proving the existence and operations of the foreign trader in the most recent financial year.