Guidelines for Establishing a Representative Office for a USA Company in Vietnam in 2025

Currently, the expansion of USA investment in Vietnam demonstrates substantial progress in the comprehensive strategic partnership between the two nations. Consequently, the demand for establishing representative offices for USA companies is increasing. This article provides guidance on the procedures for setting up a representative office of a USA company in Vietnam as of today.

Definition of a Representative Office of a Foreign Business in Vietnam

The Commercial Law of 2005 defines a representative office of a foreign business in Vietnam as a dependent unit of a foreign trader, established in accordance with Vietnamese law to conduct market research and engage in certain promotional activities permitted under Vietnamese law.

Representative offices of foreign businesses are regulated under Decree No. 07/2016/ND-CP, Circular No. 11/2016/TT-BCT, and other related legal documents.

Conditions for a USA Company to Establish a Representative Office in Vietnam

As stipulated in Decree No. 07/2016/ND-CP, a USA company (i.e., a foreign trader) must meet the following requirements to establish a representative office in Vietnam:

The company is established and registered under USA law;

The company has been operational for at least one year from the date of its establishment or registration;

If the company’s business registration certificate or equivalent document specifies an operational period, this period must extend for at least one year from the date of filing in Vietnam;

The activities of the company’s representative office in Vietnam must align with Vietnam’s commitments under international treaties to which it is a member.

Application for a Representative Office License

A USA company must prepare the following documents as specified in Article 10 of Decree No. 07/2016/ND-CP and as instructed in Circular No. 11/2016/TT-BCT:

An application form for the establishment of a representative office (Form MD-1, as attached to Circular No. 11/2016/TT-BCT), signed by the authorized representative of the USA company;

A copy of the business registration certificate or an equivalent document of the company;

A document from the company appointing the head of the representative office in Vietnam;

A copy of an audited financial report or a tax or financial confirmation, or other equivalent documentation that verifies the existence of the company in the USA. This document must be issued or verified by an authorized agency or organization in the USA.;

Documentation of the proposed location for the representative office, including a copy of the lease agreement or proof that the USA company has the right to use the location for its office.

All documents (except the application form) must be translated into Vietnamese and certified in accordance with Vietnamese law.

A copy of the business registration certificate or equivalent document must be certified or legalized by the Vietnamese diplomatic or consular authorities in the USA, as required under Vietnamese law.

Procedures for Obtaining a License for Establishing a USA Company’s Representative Office in Vietnam

The USA company may submit its application in person, by mail, or online to the Department of Industry and Trade where the representative office will be located.

Within seven business days from the receipt of a complete application, the Department of Industry and Trade will issue the representative office license to the USA company. If the application is denied, a written explanation must be provided.

Location Requirements for a USA Company’s Representative Office in Vietnam

The location of the USA company’s representative office in Vietnam must comply with Vietnamese regulations concerning security, order, labor safety, and other conditions. The office must have a defined address comprising all four administrative levels. The USA company may own or lease the office location, but Vietnamese law prohibits representative offices of foreign traders from subleasing or lending out their office space.

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