What is a representative office in Vietnam? Two types, powers and how it differs from a branch

What is a representative office in Vietnam?

A representative office is a dependent unit located away from the parent's head office, used to represent and promote the parent rather than to do business. The Civil Code puts a representative office in the same category as a branch: a dependent unit of a legal entity, not itself a legal entity, with the task of representing the entity within the scope it assigns and protecting its interests (Clauses 1 and 3, Article 84 of the Civil Code 91/2015/QH13). In practice the office has no independent assets and does not answer with its own property; the parent holds the rights and obligations that arise from the office's transactions (Clause 6, Article 84).

"Representative office" means two different things in Vietnamese law, and choosing the wrong framework leads to the wrong filing with the wrong authority:

What is a representative office in Vietnam when a foreign trader sets it up, and what may it do?

The Law on Commerce defines it as a dependent unit of a foreign trader, set up under Vietnamese law to research the market and carry out certain trade promotion activities that Vietnamese law permits (Clause 6, Article 3 of the Law on Commerce 36/2005/QH11). A foreign trader may open a representative office or a branch, or set up a foreign-invested company (Clause 2, Article 16), and remains responsible before Vietnamese law for everything the office does (Clause 3, Article 16).

What it may do. Operate within the purpose, scope and term of its licence; rent premises and rent or buy necessary equipment; hire Vietnamese and foreign staff; open a foreign-currency account, or a VND account of foreign-currency origin, and use it only for the office's own activities; and hold a seal in the office's name (Clauses 1 to 5, Article 17).

What it may not do. It may not carry out activities that earn income directly in Vietnam; may only carry out trade promotion within what the law allows; and may not enter into or amend the trader's contracts unless its head holds a valid authorisation from the trader, or the contract falls under Clauses 2, 3 and 4 of Article 17 (Clauses 1, 2 and 3, Article 18). Decree 07 adds that the office may not lend or sublet its premises (Clause 2, Article 28) and that a trader may not open more than one representative office or branch of the same name in one province or city (Clause 2, Article 3).

Licensing. The trader files with the Department of Industry and Trade or park management board for the intended location (Article 5). Conditions, documents and processing times (3 working days to check, 7 working days to issue or refuse) are in Articles 7, 10 and 11 of Decree 07/2016/ND-CP, and the licence lasts 5 years but not beyond the remaining term of the trader's registration (Clause 1, Article 9). This entry does not repeat each step; see our guide to setting up a representative office in Vietnam and the representative office registration service. Where a sector-specific law already regulates representative offices in that sector, the sector-specific law applies (Clause 2, Article 1 of Decree 07). The Ministry of Industry and Trade has published a draft decree amending Decree 07/2016 for comment; as at 3 October 2026 LexData has not seen an amending decree issued, so check the current text before filing.

Two recurring duties. First, an annual activity report in the Ministry of Industry and Trade form, due before 30 January (Clause 1, Article 32 of Decree 07); not reporting for 2 consecutive years is a ground for revoking the licence (Clause 2, Article 44). Second, from 1 July 2026 a representative office of a foreign company must declare and update to the tax authority the legal owner and beneficial owner of its parent company when it first registers for tax and when the details change, and keep the records for at least 5 years (Clause 4, Article 63 of Decree 252/2026/ND-CP).

How does a company already established in Vietnam, including an FDI company, open a representative office?

A company registered in Vietnam, whether domestically or foreign owned, can open its own representative office. A foreign-invested economic organisation that has completed the investment registration certificate procedure may do so without necessarily having a new investment project, and the file, order and procedure follow the law on enterprises (Clause 2, Article 73 of Decree 96/2026/ND-CP). The Law on Enterprises defines it as a dependent unit whose task is to represent the company under authorisation and protect its interests, and it does not carry out the company's business functions (Clause 2, Article 44 of the Law on Enterprises 59/2020/QH14). Decree 07/2016 does not apply here (Clause 2, Article 2), so there is no Department of Industry and Trade licence, no "one year of operation" test and no 5-year licence. Articles 44 and 45 of the Law on Enterprises were not touched by Law 76/2025/QH15.

The procedure is a registration, not a licence:

1. The company may open a representative office in Vietnam or abroad, and may have one or several in the same locality (Clause 1, Article 45 of the Law on Enterprises).
2. Within 10 days of the decision to establish it, the company files with the provincial business registration office where the office will be located (Clause 1, Article 30 of Decree 168/2025/ND-CP). The file contains a notice of establishment; copies of the decision and meeting minutes of the members' council or the board, or a copy of the owner's decision for a single-member limited liability company; and the personal legal documents of the head of the office, or the head's personal identification number in place of copies (Clause 2, Article 45 of the Law on Enterprises; Clause 1, Article 30 of Decree 168).
3. The registration office issues a certificate of registration of operation within 3 working days of a valid file (Clause 3, Article 45 of the Law on Enterprises; Clause 3, Article 30 of Decree 168).

Practical points. The office's name must contain the company's name plus the Vietnamese words for "Representative Office", written in Vietnamese letters with diacritics (Clause 2, Article 40 of the Law on Enterprises). The certificate also serves as the office's tax registration certificate and is not a business licence (Clause 3, Article 6 of Decree 168), and the office receives a dependent-unit code that doubles as its tax code (Clause 5, Article 8). Changes to the registered details must be filed within 10 days (Clause 4, Article 45 of the Law on Enterprises; Article 56 of Decree 168). The office can notify a suspension of operation, each notice covering no more than 12 months (Clause 1, Article 60 of Decree 168). Decree 296/2026/ND-CP, in force from 23 July 2026, amended this clause and added a cap of 24 months on total consecutive suspension of business; the text does not say clearly whether the cap applies to a representative office's suspension of operation. See our guide to business suspension procedures. If a Vietnamese company opens an office abroad, that is done under the local law and the company must notify its provincial business registration office in writing within 30 days (Clause 4, Article 30 of Decree 168); other host-country requirements are outside this entry.

Who is the head of a representative office in Vietnam, and what can they do?

The head of a representative office is the person appointed by the parent to lead the office. Because the office is not a legal entity, the head is not a legal representative: the head performs duties under the parent's authorisation, within the scope and period authorised (Clause 5, Article 84 of the Civil Code). The two roles are very different; see what is a legal representative in Vietnam.

For a foreign trader's office, Article 33 of Decree 07/2016 sets specific rules:

• The head answers to the trader within the authorised scope, and is personally responsible for acts outside it (Clauses 1 and 2).
• When leaving Vietnam the head must authorise someone in writing, with the trader's consent. If the head is absent from Vietnam for more than 30 days without authorising anyone, or dies, goes missing, is detained, is sentenced to prison or loses or has restricted civil capacity, the trader must appoint another head (Clauses 3 and 5).
• The head may not also be head of a branch, legal representative of the foreign trader or of another foreign trader, or legal representative of an economic organisation established under Vietnamese law (Clause 6).
• When the head is authorised to enter into or amend a contract, the trader must give a written authorisation for each occasion (Clause 7).

For a local company's office, the Law on Enterprises and Decree 168 only require the file to identify the head and contain no concurrent-post restriction like Article 33 of Decree 07; a sector-specific law may provide otherwise.

Foreign staff and work permits. On LexData's reading of the text, with no official guidance seen, Clause 3 of Article 154 of the Labour Code names only heads of representative offices of international organisations and foreign non-governmental organisations, so the head of a foreign trader's representative office is usually treated as an executive director (Point a, Clause 2, Article 3 of Decree 219/2025/ND-CP) and needs a work permit or a confirmation of exemption; ask the competent authority before appointing. Depending on the case, a foreign national may also fall within another exemption, for example a person responsible for establishing a commercial presence (Clause 10, Article 7) or an intra-corporate transferee or a stay of under 90 days a year (Points a and b, Clause 13, Article 7 of Decree 219/2025/ND-CP); for the conditions of each, see work permit exemptions in Vietnam.

What is a representative office in Vietnam, and how does it differ from a branch, a business location and an FDI company?

These four are often placed side by side, but they differ in legal status and in whether they may trade:

A foreign trader's branch operates within its licence. The Law on Commerce lets a branch buy and sell goods in line with its licence and Vietnam's treaties (Clause 7, Article 19), but Decree 07 describes a branch's activity as supplying services (Clause 1, Article 31) and Vietnam's WTO commitments do not open branches for distribution services, so in practice a branch is used mainly in service sectors where branches are permitted. Since 1 July 2025 the licence to set up such a branch is issued by the provincial People's Committee (Article 35 of Decree 146/2025/ND-CP; Article 4 of Circular 11/2016/TT-BCT, Consolidated Text 23/VBHN-BCT), even though Article 6 of Decree 07 still names the Ministry of Industry and Trade. Decree 146 ceases to have effect from 1 March 2027 unless the National Assembly decides to extend it; if a new legal instrument on these powers and procedures takes effect before that date, the matching provisions of Decree 146 lapse earlier, when the new instrument takes effect (Clause 2, Article 60).

How to choose: if the aim is simply to have a presence in Vietnam to study the market and keep in touch with customers and partners, a representative office is the lightest fit. If you need to sign contracts and earn revenue in Vietnam, a representative office is not enough: a foreign trader that only supplies services may consider a branch (if it qualifies); to trade goods or work more broadly it needs a foreign-invested company, usually with an investment registration certificate. See what is an FDI company in Vietnam and the investment registration certificate (IRC). Both routes are available through the representative office service and company formation in Vietnam.

What can a representative office do in practice?

The line between "promotion" and "business" is where most risk arises. The permitted activities are listed above (Clauses 1 to 5, Article 17 of the Law on Commerce; Article 30 of Decree 07). The law describes the function only in general terms, so the two points below are LexData's cautious reading:

• Easily crossing the line (to be assessed case by case): signing sale or service contracts with Vietnamese customers, receiving customer payments into the office's account, charging fees for services. The law bars income-earning activity directly in Vietnam (Clause 1, Article 18) and limits the account to the office's own activities (Clause 4, Article 17). The Law on Commerce does not list individual transactions, so a specific case needs a look at the actual contract and cash flow.
• Sector rules: Clause 2, Article 1 of Decree 07 leaves room for sector-specific laws on representative offices. Credit, insurance and securities, for example, usually have their own rules, so check the relevant sector law; the sector-specific rules then apply.

Representative office checklist

1. Identify the type: is the parent a foreign trader (licence under Decree 07/2016) or a company already registered in Vietnam (registration under Article 45 of the Law on Enterprises)?
2. Confirm the purpose is liaison, market research and promotion only; if you need revenue and contracts, consider a branch (within its licence, in practice mainly in service sectors open to branches) or an FDI company.
3. For a foreign trader: check at least 1 year of operation and the remaining term of its business registration; check any sector-specific rules.
4. Choose the head, and prepare an appointment and an authorisation with a clear scope and period; for a foreign trader's office, do not let the head also act as legal representative of a Vietnamese economic organisation.
5. Decide whether a foreign head needs a work permit or falls within an exemption.
6. Sign a lease on premises that meet the conditions, and do not lend or sublet them.
7. Diarise. Foreign trader's office: annual report before 30 January (Clause 1, Article 32 of Decree 07); renewal file at least 30 days before the licence expires (Clause 1, Article 23); licence amendment within 60 working days of the change (Clause 1, Article 17). Local company's office: registration of changes within 10 days of the change (Clause 4, Article 45 of the Law on Enterprises).
8. Prepare the legal-owner and beneficial-owner information of the parent for the tax filing (foreign company's office).

Common mistakes

• Using the representative office to sell or sign commercial contracts, when the law bars income-earning activity and restricts contract authority.
• Applying the Decree 07 licensing route to an FDI company's office, or applying the registration route to a foreign company that has no Vietnamese entity, and so filing with the wrong authority.
• Treating the head as the legal representative, and signing contracts without a written authorisation for each signing.
• Missing the annual report or the renewal deadline for a foreign trader's office, risking revocation or termination.
• Lending or subletting the office premises.
• Assuming the representative office is a legal entity and shifting responsibility to it, when the parent remains responsible.