Not all foreign companies entering the Vietnamese market want to start doing business right away. Those who first want to survey and establish a database with potential clients have the possibility of establishing a liaison office in Vietnam. For foreign companies interested in starting business relations, the Vietnam subsidiary or branch office is the most appropriate choice.
Also known as a representative office, the liaison office is not a legal entity, but a form a foreign company uses for non-commercial activities in Vietnam. Our company formation consultants in Vietnam can explain the legislation related to the business forms available for foreign traders.
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Steps in opening a representative office in Vietnam
Compared to other countries where the procedure of establishing a representative office is quite simple, Vietnam has strict rules about operating any structure. This can prove quite helpful when it comes to having clarity in relation to the registration process.
| Quick Facts | |
|---|---|
| Applicable legislation | Vietnam’ Business Act |
|
Status |
The liaison office is not a legal entity per se. |
|
Uses of a liaison office |
– promotion, – marketing, – supervision of the implementation of the parent company’s agreements and operations, etc. |
| Restrictions of a representative office (if any) | Yes, a Vietnamese representative office cannot engage in commercial activities. |
| Minimum share capital (YES/NO) |
No |
| Local representative required (YES/NO) |
Yes, a local representative must be appointed. |
| Documents to be filed by parent company |
– parent company’s information, including the last audited financial statements, – proof of a local address, – details of the appointed agent |
| Local address requirement (YES/NO) |
Yes, a registered address is needed. |
| Authority to be enrolled with |
Companies Register and Department of Industry and Trade |
| Liability of the parent company | The foreign business is liable for the liaison office’s obligations of any kind. |
| Taxation of a liaison office in Vietnam | The representative office is not subject to taxation in Vietnam.
|
| Possibility of hiring local staff (YES/NO) |
Yes |
| Travel requirements for setting up a representative office (YES/NO) |
No, there is no need to travel to Vietnam as the local agent can register the liaison office. |
| Advantages of a liaison office |
– easy to register; – low maintenance costs; – no cap on the number of employees it can hire, etc. |
| Support in opening a representative office | Yes, our Vietnamese company formation officers can help foreign businesses set up such entities. |
Opening a liaison office in Vietnam is subject to the following steps:
- during the first phase, the foreign company must obtain the Representative Office Establishment License which can take between 7 and 10 working days
- the second step implies the parent company to obtain the seal for the representative office with a processing period of 7 to 10 working days
- the 3rd and final step implies obtaining the tax code for the liaison office, a procedure that takes between 5 and 7 working days;
- this means an average time of 24 days.
If you want to have your liaison office registered in the minimum timeframe available, contact our Vietnamese company formation specialists.
Documents related to setting up a Vietnam liaison office
The procedure for opening a representative office in Vietnam must be approved by the Trade Register through a dossier filed by the foreign parent company which must contain:
– an application letter and a declaration for appointing the chief representative of the liaison office (both documents must be affixed with the parent company seal);
– a notarized copy of the foreign company’s certificate of registration;
– a notarized copy of the parent company’s incorporation documents;
– the last audited financial reports of the parent company which must be notarized and translated into Vietnamese;
– proof of the registered office in Vietnam.
It should be noted that foreign companies opening Vietnam liaison offices must have at least one year of activity since the date of incorporation.
Our Vietnam company registration agents can help with the preparation of the documents for setting up a liaison office. Here is also our infographic:
Activities permitted to a representative office in Vietnam
The Vietnam representative office is allowed to open a bank account and even hire employees. It is also allowed to lease office space and buy equipment used for its day-to-day operations. The liaison office is only allowed to engage in marketing and survey activities. It is also allowed to act a as a contact point between the parent company and possible clients and business partners in Vietnam.
The only restriction related to setting up a liaison office in Vietnam is that it is not allowed to carry out any commercial activity. The representative office license has a 5-year validity period.
Specific aspects to consider when opening a liaison office
The representative office must have a bank account in Vietnam (which can include an account in foreign currency and one in the Vietnamese dong for conversion purposes). The account cannot be used for financial transactions, however, it will be employed for purchases. The procedure for setting up the account depends on the type of service chosen, as well as the financial institution selected. From this last point of view, the parent company can choose between local banks and branches of foreign organizations.
Another important requirement to complete after setting up a Vietnamese liaison office is to place 3 advertisements in a printed or online official newspaper within 45 days of obtaining its license.
Our local agents are at your disposal if you need support with these procedures.
Filing a notice for starting the operations
After registration, any representative office in Vietnam must start operating within 45 days of obtaining its license. This implies filing a notification the Department of Industry and Trade. Please note that the notification must be filed with the provincial agency of the Department.
The following documents must be filed with the Provincial Department in order for the Notice of Activities to be authorized:
- a copy of the Notice of Representative Office Activities;
- the certified copies of the press or e-newspaper agency receipts attesting to the publication of 3 notices;
- a copy of the seal sample registration form;
- a certified copy document attesting to the bank account opening;
- a certified copy of the representative office local agent’s passport;
- an original copy of the letter of appointment;
- a copy of the representative’s resume and employment contract.
Also, if hiring more personnel, copies of the remaining staff labor contracts must also be filed with the Department.
If you need assistance in preparing all the paperwork related to starting a representative office in Vietnam, our experts can help you. In addition, you can also rely on our accountants in Vietnam for support in financial matters.
Here is also a video on the liaison office:
Hiring employees
There are no restrictions on the personnel that a representative office can hire, including Vietnamese and foreign citizens. The authorities must be informed of the number of employees and other relevant information. Please note that all foreign employees, including the representative officer, must have work permits.
Any changes to the license terms that are registered during its validity period (such as a change in name, address, or legal representative) must be reported to the licensing authorities.
For assistance in opening a representative office in Vietnam, please contact our local advisors.