Registering an RO of a Multi-Member LLC

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Short answer: A limited liability company with two or more members may register a representative office (RO) following these steps: (1) the Members’ Council issues a decision to establish the RO and appoint its head; (2) prepare the dossier; (3) notify the establishment of the RO to the Business Registration Office where the RO is located; (4) receive the Certificate of RO Operation Registration within 03 working days. An RO has no business function — it serves only as a liaison office, for market research and trade promotion; all obligations are borne by the enterprise. Legal basis: Articles 44–45 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Articles 44 and 45;
Decree No. 168/2025/ND-CP on enterprise registration.

What an RO may and may not do

Permitted	Not permitted
Liaison office functions	Direct business (signing sale contracts, etc.)
Research, provide information, and support the enterprise in accessing the market	Generate profit in its own name
Trade promotion within the scope permitted by law	Conduct independent profit-generating activities

Procedures for registering an RO

Step 1. The Members’ Council issues a decision

The decision to establish the RO covers: name and address of the RO; contents and scope of operations; head of the RO.

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Step 2. Prepare the dossier

Notice of establishment of the representative office in the prescribed form;
The decision of the Members’ Council;
A copy of the legal documents of the head of the RO;
The lease/lending contract for the RO’s premises.

Step 3. Submit the dossier

Submit to the Business Registration Office where the RO is located; the time limit is 03 working days; receive the Certificate of RO Operation Registration.

Step 4. Post-establishment completion

Make the RO’s seal (if needed);
Tax registration: the RO is issued a dependent-unit tax code; fulfills tax obligations (if any);
Open a bank account to serve its operations;
Display a signboard at the RO’s location.

Distinguishing from an RO of a foreign trader

An RO of a Vietnamese enterprise: registered under the Law on Enterprises at the Business Registration Office;
An RO of a foreign trader: handled under the Commercial Law and Decree No. 07/2016/ND-CP — licensed by the Department of Industry and Trade, with different procedures and conditions;
Do not confuse these two types when carrying out the procedures.

Frequently asked questions

Must an RO pay taxes?

An RO does not conduct business directly, so it usually does not incur corporate income tax or VAT; however, it still has declaration obligations and tax obligations related to its operations (e.g., personal income tax of employees…).

May an RO sign contracts?

An RO may not sign business contracts in its own name; contracts are signed by the enterprise, and the RO only supports liaison and promotion.

How many ROs may a company establish?

No limit on the number.

Notes on applying current regulations

A common mistake is using an RO for “underground” business (signing contracts, collecting money) — penalties will be imposed upon discovery. If there is a need to conduct business at the new location, a branch or business location should be established instead. Contact an ANT Legal lawyer at 0966.475.966 for advice.

Common risks to note

Using an RO to conduct business directly;
Confusing the procedures for an RO of a Vietnamese enterprise with those of a foreign trader’s RO;
Failure to register taxes for the RO;
Failure to display a signboard at the location.

How ANT Legal can help

ANT Legal handles the entire procedure for establishing a representative office of a limited liability company with two or more members; advises on distinguishing and selecting the appropriate dependent-unit model. For prompt advice, please contact a lawyer at 0966.475.966.

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Procedures for Registering a Representative Office of a Multi-Member LLC