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How to Set Up a Representative Office in Vietnam in 2025: Your Complete Guide for Success
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Vietnam is quickly becoming a prime destination for foreign companies seeking to expand their presence in Southeast Asia. With its fast-growing economy, favorable investment environment, and strategic location, Vietnam offers great potential for international businesses. For those who want to explore the market without establishing a full legal entity, the ideal entry strategy is to set up a representative office in Vietnam.
This article serves as a comprehensive representative office setup guide for Vietnam, covering everything you need to know: from benefits and legal limitations, to the exact steps of representative office registration in Vietnam.
Legal Basis for Establishing a Representative Office in Vietnam
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Law on Commerce 2005: The primary legal framework governing commercial activities in Vietnam, including the establishment of representative offices by foreign traders.
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Decree No. 07/2016/ND-CP: Detailed regulations on the establishment and operation of representative offices and branches of foreign traders in Vietnam.
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Circular No. 11/2016/BCT: Provides prescribed forms and guidelines under Decree No. 07/2016/ND-CP for establishing representative offices and branches of foreign traders in Vietnam.
Why Foreign Companies Choose to Set Up a Representative Office in Vietnam
For many foreign investors, choosing to open a representative office in Vietnam is a strategic move. It allows companies to operate legally in Vietnam without engaging in commercial activities. Instead of jumping into full-scale investment, foreign businesses can test the market, build relationships, and understand the local environment.
Foreign companies typically set up representative offices in Vietnam to:
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Conduct in-depth market research and feasibility studies
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Promote their brand, products, and services
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Build relationships with potential customers, suppliers, and partners
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Monitor contract implementation and ensure quality control
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Coordinate non-commercial activities on behalf of the parent company
What Is a Representative Office in Vietnam?
A Representative Office (RO) is a non-commercial legal entity that allows a foreign company to operate in Vietnam under limited and specific functions. While it cannot generate revenue or sign sales contracts, it is a valuable tool for market entry and strategic planning.
Main Functions of a Representative Office:
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Market research and data collection
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Brand promotion and trade show organization
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Liaison between the parent company and Vietnamese stakeholders
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Supervision of contract execution and quality assurance
It’s important to note that a Vietnam rep office for foreign businesses cannot:
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Sell products or services
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Issue commercial invoices
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Sign business contracts related to buying or selling
Purpose of Establishing a Representative Office in Vietnam
Foreign businesses that want to expand into Southeast Asia often choose to set up a representative office in Vietnam as a low-risk and cost-effective market entry strategy. While a foreign company representative office in Vietnam is not allowed to engage in revenue-generating activities, it plays a crucial role in laying the foundation for long-term investment and business success.
Vietnam Market Assessment and Research
One of the main benefits of opening a representative office is the ability to conduct in-depth market research in Vietnam. This includes analyzing customer behavior, identifying local demand, monitoring competitors, and staying updated with regulatory changes. A Vietnam rep office for foreign businesses helps companies gather valuable market intelligence to guide future business decisions.
Building Brand Presence and Awareness
By establishing a physical and legal presence, foreign companies significantly boost their brand credibility in the Vietnamese market. Through activities such as promotional events, trade shows, and meetings with local stakeholders, companies can build trust and visibility. Opening a representative office in Vietnam enhances a company’s reputation and helps position the brand among local competitors.
Developing Local Partnerships
A representative office in Vietnam acts as a liaison between the parent company and key stakeholders such as suppliers, agents, distributors, and government agencies. This allows for direct and continuous communication, strengthening long-term relationships. Setting up a rep office is a smart way to build local partnerships ahead of future commercial expansion.
Contract Monitoring and Quality Assurance
Many companies choose to set up a representative office in Vietnam to oversee contract execution with Vietnamese partners. This includes monitoring product delivery, service quality, and compliance with agreed standards. As outlined in most representative office setup guides for Vietnam, contract supervision is a core function that ensures consistency and protects brand integrity.
Common Use Cases: Who Should Consider Opening an RO in Vietnam?
Here are some examples where a foreign company representative office in Vietnam is the right choice:
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A European fashion brand looking to explore the Vietnamese retail market by understanding consumer preferences, engaging with local distributors, and preparing for future retail expansion.
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A global software development company establishing a presence in Vietnam to set up customer support operations, gather user feedback, and build long-term technical partnerships.
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An international logistics firm aiming to improve operational coordination with Vietnamese ports, customs officials, and freight forwarders by maintaining close and frequent contact through a local RO.
These scenarios reflect how foreign enterprises across different industries leverage a Representative Office in Vietnam to build a foundation for future investment and business expansion.
Representative Office vs. Foreign-Invested Enterprise (FIE): Which Is Right for Your Business in Vietnam?
When a foreign company plans to enter the Vietnamese market, two of the most common options are to set up a representative office in Vietnam or to establish a Foreign-Invested Enterprise (FIE). Each structure serves different strategic purposes and comes with distinct legal, tax, and operational obligations.
This section compares the two models to help you choose the most suitable option for your business expansion strategy.
Comparison Table: RO vs. FIE
| Criteria | Representative Office (RO) | Foreign-Invested Enterprise (FIE) |
|---|---|---|
| Charter Capital | Not required. A foreign company representative office in Vietnam does not need to declare or contribute capital. | Required. An FIE must declare and contribute a minimum capital amount depending on its business line. |
| Commercial Activities | Not permitted. ROs cannot generate revenue, issue VAT invoices, or sign contracts for profit. | Fully permitted. FIEs can engage in sales, services, and profit-making activities. |
| Setup Process | Simple and fast. Representative office registration in Vietnam takes around 3–4 weeks. | More complex. Requires investment registration and takes 2–3 months. |
| Corporate Income Tax (CIT) | Not applicable. ROs are non-commercial entities and are not subject to CIT. | Required. FIEs pay CIT at a standard rate of 20% and follow full accounting regulations. |
| Best Use Case | Ideal for market research, brand promotion, and business liaison. Great for businesses exploring the market. | Suitable for companies with long-term investment plans such as manufacturing or trading. |
Legal Requirements to Establish a Representative Office
Before you can open a representative office in Vietnam, your company must meet specific Vietnam representative office requirements. These legal conditions ensure that only established, legitimate foreign companies can operate an RO in Vietnam.
Below is a breakdown of the key conditions that must be satisfied:
| Requirement | Details |
|---|---|
| Minimum Operating Period of Parent Company | The foreign parent company must have been legally operating for at least one year in its country of incorporation. This demonstrates business stability and legitimacy. |
| Business Registration Certificate | A notarized and consular legalized copy of the Business Registration Certificate (or equivalent document) is required. This certificate must clearly state the parent company’s legal name, headquarters, and business activities. |
| Appointment of Chief Representative | The company must appoint a Chief Representative to manage the Representative Office in Vietnam. This person can be a Vietnamese citizen or a foreign national, and is responsible for overseeing operations and compliance. |
| Registered Office Address in Vietnam | The Representative Office must have a physical and verifiable commercial address in Vietnam. Leasing residential apartments or virtual offices is not allowed. The location must be suitable for business activities as defined by local authorities. |
Is Capital Contribution Required for a Vietnam Representative Office?
No. When you set up a representative office in Vietnam, there is no need for charter capital contribution. Since an RO is a non-commercial entity, it does not engage in profit-generating activities and therefore does not require capital investment like an FIE.
However, operational costs such as rent, salaries, and utilities must be fully funded by the parent company through foreign bank transfers to the RO’s official business account in Vietnam.
Pro Tip: While capital is not required, it’s crucial to maintain transparent and auditable financial records. All incoming funds and expenses must be documented to comply with Vietnamese regulations and avoid issues during audits.
Step-by-Step Process to Establish an RO in Vietnam
For many international companies seeking to explore the Vietnamese market, establishing a Representative Office (RO) is a smart and low-risk strategy. This representative office setup guide Vietnam outlines the full process of how to set up a representative office in Vietnam in compliance with local laws and regulations.
Whether you’re a multinational or SME, follow these clear steps to ensure smooth representative office registration in Vietnam.
| Step | Action | Details |
|---|---|---|
| 1 | Lease a Commercial Office Space in Vietnam | To establish a Representative Office in Vietnam, you must first lease a physical business address. The office must be located in a commercial building and cannot be a residential or virtual office. The lease duration should be at least 12 months, and the address must be located in the province where you intend to register the RO. |
| 2 | Appoint a Chief Representative | Appoint a Chief Representative to legally represent the RO. This person can be a Vietnamese national or a foreigner. The Chief Representative will be responsible for ensuring legal compliance, managing operations, and acting as the local point of contact. A formal Letter of Appointment is required. |
| 3 | Prepare Required Documents for RO Registration | Gather all necessary documents to submit to the authorities. These include:
– Application form for RO establishment – Notarized and legalized Business Registration Certificate of the parent company – Audited financial statements for the latest fiscal year – Passport or ID of the Chief Representative – Lease contract and property documents – Letter of Appointment for Chief Representative All documents in foreign languages must be translated into Vietnamese and notarized locally. |
| 4 | Submit Application to the Department of Industry and Trade (DOIT) | Submit the complete application dossier to the Department of Industry and Trade (DOIT) of the province or city where the RO will operate. This is the government body in charge of licensing Representative Offices in Vietnam.
The standard processing time is 7–10 working days. If approved, the DOIT will issue the License for Establishment of the RO. |
| 5 | Register the Company Seal (Official Stamp) | After receiving the RO license, you must register an official seal (company stamp) with the local police department. This stamp is legally required for signing documents, internal reports, and correspondence in Vietnam. The seal must comply with the standard format approved by authorities. |
| 6 | Obtain a Tax Identification Number (TIN) | Even though a Representative Office does not conduct revenue-generating activities in Vietnam, it still must obtain a Tax Identification Number (TIN) from the local tax authority. This TIN is used to report operational expenses and fulfill personal income tax (PIT) and insurance obligations for local employees. |
| 7 | Open a Vietnamese Bank Account for the RO | Open a Vietnamese bank account in the name of the Representative Office. This account is used to receive fund transfers from the parent company to cover all operating expenses. The bank account details must be reported to the tax authority for transparency and audit purposes. |
| 8 | Register for Labor and Social Insurance (if hiring employees) | If your RO hires staff in Vietnam, you must comply with local labor laws and social insurance regulations, including:
– Signing compliant labor contracts – Registering for compulsory social, health, and unemployment insurance – Submitting monthly PIT declarations and insurance contributions through the Vietnam Social Security system. |
Final Notes on How to Set Up a Representative Office in Vietnam
Establishing a foreign company representative office in Vietnam offers an excellent opportunity to enter a fast-growing market with minimal risk. Compared to forming a wholly foreign-owned enterprise (WFOE), the process to set up a representative office in Vietnam is:
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Faster
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Less expensive
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Less complex from a regulatory standpoint
By following this step-by-step representative office setup guide Vietnam, you can lay a strong foundation for long-term business development and eventual expansion into full operations.
✅ Need Help?
Our expert team at Green NRJ offers full-service support—from office leasing and document preparation to licensing and tax registration.
Contact Green NRJ today to begin your Vietnam market entry the smart way.
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