Establish a Representative Office in Vietnam

A Representative Office (RO) is a dependent unit of a foreign company, authorized under Vietnam's Commercial Law 2005 (Article 45) to conduct non-revenue activities: market research, business development, liaison with local partners, and contract performance oversight. An RO cannot engage in direct profit-making activities — it cannot issue invoices, sign sales contracts, or trade goods. It's primarily used as a low-cost, low-risk market entry vehicle before full incorporation.

A standard RO setup takes 4–6 weeks end-to-end. This includes: document preparation and consularization (2–3 weeks), license application and DOIT approval (15 working days from complete dossier), and post-licensing registrations — seal, tax code, and bank account (1–2 weeks). The most common bottleneck is consularization of parent company documents in the home country, which we advise starting early.

Yes. Under the Commercial Law 2005 (Article 46), the parent company must have been legally established for at least 1 year before it can register a Representative Office in Vietnam. You'll need to provide audited financial statements from the most recent fiscal year as proof of ongoing operations. Newly incorporated parent companies do not qualify.

The Chief Representative is the authorized person who manages the RO's daily operations and represents the parent company in Vietnam. Under the Commercial Law, each RO must appoint at least one Chief Representative. This person can be a foreign national (with a valid work permit) or a Vietnamese citizen. They must reside in Vietnam and are responsible for the RO's legal compliance, including annual reporting. One person can serve as Chief Representative for up to one RO.

Yes. An RO can directly hire Vietnamese employees under standard labour contracts. Foreign employees can also work at the RO but require a valid work permit issued by the provincial Department of Labour (DOLISA). The RO is responsible for social insurance, health insurance, and unemployment insurance contributions — the same obligations as a fully incorporated entity.

An RO is not subject to corporate income tax (CIT) since it generates no revenue. However, it does have other tax obligations: personal income tax (PIT) withholding and reporting for its employees, social insurance and health insurance contributions as an employer, and Foreign Contractor Tax (FCT) may apply if the parent company receives payments related to Vietnam-sourced services. The RO must also register a tax code and file periodic tax declarations — even if most return zero values. We handle all RO tax compliance as part of our ongoing service.

Setup costs typically include: ICLV's professional service fee (starting from $1,800), government filing fees ($150–$300), document consularization and translation ($300–$600 depending on home country), and company seal ($50–$80). Ongoing annual costs include: office lease ($150–$500/month for serviced offices), Chief Representative work permit renewal, annual operational report filing, and bookkeeping/tax compliance. Total first-year cost is typically $5,000–$10,000 all-in — significantly less than full LLC incorporation.

An RO license is valid for up to 5 years and can be renewed indefinitely. Renewal applications must be submitted to the DOIT at least 30 days before the license expires, along with updated parent company documentation. We track all renewal deadlines and handle the full process.

Yes, and this is the most common growth path for foreign companies in Vietnam. When your business is ready to generate revenue, you close the RO and simultaneously register an LLC or JSC. The process involves: RO closure application to DOIT, new company registration (IRC + ERC) with the Department of Finance (formerly DPI), and transfer of existing staff contracts. ICLV handles the full transition so there's no gap in your local operations. Typical conversion timeline is 8–10 weeks.