A foreign trader sets up a representative office in Vietnam by applying for a licence: it files one set of documents with the provincial Department of Industry and Trade (or the management board of the industrial park, export processing zone, economic zone or high-tech park, if the office will be located inside one). The licensing authority checks the file within 3 working days and issues or refuses the licence within 7 working days of receiving a valid file (Articles 5 and 11 of Decree 07/2016/ND-CP). The representative office licence lasts 5 years. A representative office may liaise, research the market and promote business opportunities for the foreign trader, but it may not earn income directly.
Two points to know from the start: (1) Decree 07/2016 applies only to a foreign trader; it does not apply to a representative office of a company already established in Vietnam, including a foreign-invested company (Article 2(2)); (2) from 1 July 2026, under Article 63(4) of Decree 252/2026/ND-CP, a representative office must declare to the tax authority the legal owners and beneficial owners of its foreign parent company.
How to set up a representative office in Vietnam: steps and deadlines#
- Check eligibility and the planned activities against the conditions in the next section.
- Prepare the foreign documents and sign a lease for the premises. Foreign documents usually take the most time, because that work falls outside the authority's processing period; documents on the premises are a required part of the file (Article 10(1)(e)).
- File the application in person, by post or online where available (Article 11(1)).
- Respond to any request for additions. Within 3 working days of receipt, the authority checks the file and may ask for additions, once only during the whole process (Article 11(2)). A file with missing or incorrectly certified documents can therefore delay everything.
- Receive the representative office licence within 7 working days of a valid file; a refusal must be in writing, with reasons (Article 11(3)).
If the planned activities do not match Vietnam's commitments, or the trader does not come from a country or territory that is party to a relevant treaty, the line ministry must approve the office (Article 7(5)). Under Article 11(4), the authority then consults the ministry within 3 working days, the ministry answers within 5 working days, and the authority decides within a further 5 working days. The wording of Article 11(4) combines the Article 7(5) case with the case where the office is not yet provided for in a sector-specific law, so ask the authority how the ministry consultation will run. Where a sector-specific legal document already regulates representative offices in a field, that document applies instead of Decree 07 (Article 1(2)).
The licence fee (new licence, reissue, amendment or extension) is set by the Ministry of Finance (Article 26 of Decree 07/2016); confirm the current amount with the licensing authority when you file. Translation, notarisation, apostille or consular legalisation, and rent are separate costs.
Who may open a representative office in Vietnam, and under what conditions?#
Foreign traders may establish a representative office in Vietnam in line with Vietnam's treaty commitments (Article 3(1)). One trader may not set up more than one representative office or branch with the same name within a province or city (Article 3(2)). Under Article 7 the conditions are:
- The trader is established and registered under the law of a country or territory that is party to a treaty with Vietnam, or is recognised by that law.
- The trader has been operating for at least 1 year since its establishment or registration.
- If the trader's registration certificate states a term, at least 1 year must remain on the date of filing.
- The planned activities match Vietnam's commitments under international treaties.
The licence lasts 5 years but may not exceed the remaining term of the trader's registration, where that has a term (Article 9(1)). A newly formed foreign company with less than a year of history therefore cannot yet apply for a representative office in Vietnam.
The authority will refuse if the trader does not meet the conditions, if it applies within 2 years of an earlier Vietnamese licence being revoked, or if the office is restricted for reasons of defence, national security, public order, social morals or public health (Article 14).
Documents for a representative office in Vietnam, and foreign documents#
One set of documents under Article 10(1) of Decree 07/2016/ND-CP:
- Application form MD-1, signed by an authorised representative of the foreign trader (form issued with Circular 11/2016/TT-BCT, consolidated text 23/VBHN-BCT).
- A copy of the trader's registration certificate or equivalent, translated into Vietnamese and certified, and certified or legalised by a Vietnamese embassy or consulate (consular certification or legalisation), or apostilled where that exemption applies (see below).
- The document appointing the head of the representative office, translated into Vietnamese and certified.
- A copy of audited financial statements, or confirmation of tax or financial obligations, or an equivalent, for the most recent financial year, translated into Vietnamese and certified.
- A copy of the head's passport (if a foreigner; it must be translated and certified) or citizen ID (if Vietnamese).
- Documents on the premises: a lease or memorandum of understanding, or proof of the right to use the space, and documents meeting Article 28.
The premises must qualify from the start: they must comply with Vietnamese rules on security, order and occupational health and safety, and the office may not lend or sublease them (Article 28). Because the premises documents are filed with the application, sign the lease first.
Apostille or consular legalisation?#
For a representative office in Vietnam, Decree 07/2016 still says the trader's registration certificate must be certified or legalised by a Vietnamese embassy or consulate abroad (Article 10(2)). Decree 293/2026/ND-CP, in force from 11 September 2026, provides that a public document from a country that is party to the Apostille Convention and has Convention relations with Vietnam, and that bears an apostille issued by that country's competent authority, is exempt from consular legalisation, and Vietnamese bodies may not require any further consular certification or legalisation (Article 25(2) and (3)). A document not in Vietnamese must still be translated, and the translation notarised or certified under Vietnamese law (Article 27(1)).
Article 26 lists the grounds for refusing an apostilled document, including a document that is not a public document under the law of the issuing state, an administrative document dealing directly with commercial or customs activity, and an apostille that was not issued by the competent authority or does not follow the prescribed form. A document from a country without Convention relations with Vietnam is outside the Article 25 exemption, so Article 10(2) of Decree 07/2016 still applies. The decree gives no example of an administrative document dealing directly with commercial activity, and Article 30(7) tasks the Ministry of Foreign Affairs with issuing a list of public documents that are and are not within the scope of apostille. As at 6 October 2026 we have not seen a text or list that says whether a foreign trader's registration certificate is excluded by Article 26, so ask the licensing authority which form it accepts for your country's registration certificate before you have documents processed abroad; redoing foreign documents usually costs more time and money than filing the application.
Representative office in Vietnam, branch or foreign-invested company?#
A representative office is not a legal entity: the foreign trader is liable under Vietnamese law for all of its activities (Article 4 of Decree 07/2016). In a representative office vs branch comparison, the question to answer before filing is whether the business needs to earn revenue in Vietnam.
| Representative office | Branch | Foreign-invested company | |
|---|---|---|---|
| Basis | Articles 17, 18 Law on Commerce; Decree 07/2016 | Articles 19, 20 Law on Commerce; Decree 07/2016 | Investment Law; Law on Enterprises |
| Minimum operating history of the foreign trader | At least 1 year (Article 7) | At least 5 years (Article 8) | The Decree 07 condition does not apply |
| Licensing authority | Provincial Department of Industry and Trade or park management board (Article 5) | Provincial People's Committee (since 1 July 2025, Article 35(1) of Decree 146/2025/ND-CP) | Investment registration authority and business registration authority |
| Permitted activities | Liaison, market research, promotion of business opportunities (Article 30) | Provision of services (Article 31(1) of Decree 07); trading in goods and other commercial activities consistent with the licence (Article 19(7) Law on Commerce) | As stated in the investment registration certificate and enterprise registration |
| Direct income in Vietnam | No (Article 18(1) Law on Commerce) | Yes, within the licence | Yes |
| Signing contracts | No contracts of the trader may be signed or amended, unless the head holds a lawful authorisation or the contract serves the office itself: renting premises and equipment, hiring staff, opening an account (Article 18(3) and Article 17(2), (3), (4) Law on Commerce) | Yes, within the licence (Article 19(3) Law on Commerce) | Yes |
On the authority for branches: since 1 July 2025 the issue, reissue, amendment, extension and revocation of a foreign trader's branch licence, and the termination of a branch, are handled by the provincial People's Committee (Article 35(1) of Decree 146/2025/ND-CP), even though Article 6 of Decree 07/2016 still names the Ministry of Industry and Trade. Article 4 of Circular 11/2016/TT-BCT (consolidated text 23/VBHN-BCT) makes the provincial People's Committee the focal point for receiving and processing branch files. Under Article 60(2), Decree 146/2025 expires on 1 March 2027 unless the National Assembly extends it, and its provisions lapse earlier if a new legal document on the same powers and procedures takes effect before that date, so check the position again when you file for a branch. The licensing authority for representative offices (Article 5 of Decree 07/2016) is not covered by this Article 35(1).
If the aim is to sign sales or service contracts and earn revenue in Vietnam, a representative office does not meet it. Decree 07 (Article 31(1)) describes a branch as providing services, while the Law on Commerce (Article 19(7)) lets a branch trade in goods consistent with its licence and Vietnam's treaty commitments, so a branch's real scope depends on the wording of its licence. For other needs, consider company formation in Vietnam; that company can still open a representative office of its own, but by registering with the business registration office under the Law on Enterprises, not by a licence under Decree 07/2016.
After the licence: what a representative office in Vietnam must do#
Under the Law on Commerce (Article 17), a representative office may rent premises and buy or rent necessary equipment; recruit Vietnamese and foreign employees; open a foreign-currency account or a Vietnamese dong account of foreign-currency origin at a bank licensed in Vietnam, used only for the office's activities; and have a seal in the office's name. Obligations to track:
- No contracts for the trader without authorisation. Where the head of the office is authorised to sign or amend a contract, the trader must give a written authorisation for each signing or amendment (Article 33(7) of Decree 07/2016). Using the office to sell or sign contracts beyond this is the most common mistake.
- Rules on the head of the office. The head may not also be the legal representative of the foreign trader or of an economic organisation established under Vietnamese law, and may not head a branch (Article 33(6)). On leaving Vietnam the head must authorise someone else in writing; if the head is absent for more than 30 days without authorising anyone, the trader must appoint a new head (Article 33(3) and (5)).
- Tax and beneficial-owner declaration. The office must pay taxes, fees and charges (Article 18(4) Law on Commerce). Under Article 63(4) of Decree 252/2026/ND-CP (in force from 1 July 2026), it must declare and update to the tax authority the legal owners and beneficial owners of its foreign parent company on first tax registration and on any change in tax registration information, and keep the records for at least 5 years from the end of the relevant calendar year or reporting period. Prepare the parent's ownership chart while the licence application is still pending.
- Annual report. By 30 January each year, send the licensing authority a report on the previous year's activities on form BC-1 (Article 32(1)). Article 32 refers to postal delivery, so ask the authority whether an online channel is available. If it is neglected, the licence is revoked when the office fails to report for 2 consecutive years, is inactive for 1 year without dealings with the authority, or fails to respond to a request for reports within 6 months (Article 44). After revocation, the trader cannot apply again for 2 years (Article 14(2)). An office that employs Vietnamese staff must also file an annual report before 15 December on Form 02/PLII (Article 26(3) of Decree 152/2020/ND-CP, whose part on Vietnamese employees is still in force); see our guide to the labour usage report in Vietnam.
Amending, renewing, relocating and closing a representative office#
Amendment is needed when the trader's name or address changes, when the head changes, when the office's name or activities change, or when its address changes within the same province or the same park management board's area (Article 15(1), (3), (4), (5), (6)). Article 15(2) (change in the foreign trader's activities) is worded to cover only the activities of a branch, so by its terms it does not apply to a representative office. File within 60 working days of the change; the authority processes the amendment within 5 working days of a valid file (Article 17(1) and (4)).
Renewal. File at least 30 days before the licence expires; the authority processes it within 5 working days (Article 23(1) and (4)). An expired licence that was not renewed ends the office (Article 35(3)), and a licence will not be renewed if the office committed a violation that justifies revocation (Article 21). The renewal file needs the trader's registration certificate, translated and certified or legalised by a Vietnamese embassy or consulate (or apostilled where that exemption applies, see above), and its financial statements or tax confirmation for the latest year (Article 22), so schedule the foreign documents earlier than the 30-day mark.
Moving to another province or to a different management board area. A move from one province or city, or from the area of one park management board, to another province or another management board's area (Article 18(1)) requires the office to terminate at the old location and obtain a new licence at the new location within 30 days of the termination notice; after 30 days, it must apply as for a new licence (Article 20(1)).
Closure occurs when the trader requests it, when the trader ceases to exist abroad, when the licence expires and the trader does not apply for renewal or renewal is refused, when it is revoked, or when the conditions are no longer met (Article 35). The file includes a termination notice in the prescribed form, a list of creditors and unpaid debts (including tax and social insurance), a list of employees and their entitlements, and the original licence (Article 36(1)). The trader must post a notice of closure at the premises and remains responsible for performing contracts, paying debts including tax, and settling employee entitlements (Article 38). For the full sequence with the tax office, staff and the seal, see how to close a representative office in Vietnam. If the trader also wants to close its Vietnamese company, see company dissolution.
On the draft amendments: the Ministry of Industry and Trade has published a draft decree amending Decree 07/2016 (second draft), open for comment from 21 September to 1 October 2026. As at 6 October 2026 we have not seen an amending decree issued (the Official Gazette's document map for Decree 07/2016 lists no amending document), so this guide follows the rules currently in force; if an amending decree is issued, the documents, procedure or receiving authority may change.
Representative office in Vietnam: frequently asked questions#
Can a representative office in Vietnam trade or sell goods? No: it may not earn income directly (Article 18(1) Law on Commerce) or sign contracts for the trader without a lawful authorisation. For revenue in Vietnam, see the representative office vs branch comparison above.
How long must the foreign trader have operated before it can open one? At least 1 year (Article 7); a branch requires at least 5 years (Article 8).
Do foreign documents still need consular legalisation? From 11 September 2026, an apostilled public document from a country that is party to the Apostille Convention and has Convention relations with Vietnam is exempt (Article 25 of Decree 293/2026/ND-CP), but Article 26 excludes administrative documents dealing directly with commercial activity, and it is not clear whether a registration certificate falls into that group; see the apostille section above.
Does a foreign head of a representative office in Vietnam need a work permit? We have found no official guidance. Article 154(3) of the Labour Code exempts the "head of a representative office or project, or the person with main responsibility for the activities of an international organisation or foreign non-governmental organisation in Vietnam"; that wording can be read as limited to international organisations and foreign NGOs, and no text confirms that the head of a foreign trader's representative office is covered. Decree 219/2025/ND-CP treats the head of a branch or representative office as an executive director (Article 3(2)(a)), and Article 7 exempts only specific cases, such as the person responsible for establishing a commercial presence (clause 10) or a qualifying intra-company transfer (clause 13(b)). Work out the exact case and ask the competent authority before appointing. See also our guide to work permit exemptions.
If you want to set up a representative office in Vietnam, our representative office registration service covers the eligibility review, the application and a post-licence calendar. If you instead need a Vietnamese legal entity to sign contracts and earn revenue, see setting up a foreign-invested company and our range of foreign investment services.
