ESTABLISHMENT PROCEDURES FOR REPRESENTATIVE OFFICES IN VIETNAM - OTIS LAWYERS

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A representative office is a dependent unit of an enterprise, tasked with representing the interests of the enterprise by authority and protecting those interests. A representative office has the right to have its own seal, separate bank account, but it is not allowed to conduct business activities. Therefore, representative offices are not subject to business license tax like other dependent units of the enterprise.

Conditions for establishing a representative office

  • A representative office can only be established after the company is established. Therefore, it is not possible to simultaneously carry out the procedures for establishing a company and a representative office.
  • The name of the representative office must include the company name followed by the phrase "Representative Office"...
  • Representative offices are only allowed to perform transactional functions. Therefore, the head of the representative office is only allowed to sign contracts and stamp them with the seal of the representative office for transactions serving the activities of the representative office such as signing office lease contracts, labor contracts with office personnel, purchasing office supplies...
  • The head of the representative office is not allowed to sign contracts for business activities. Unlike business locations, business activities can still be conducted at the business location.
  • The headquarters address of the company's representative office cannot be a collective house, apartment building (similar to the company's headquarters).
  • Although representative offices do not generate tax procedures with tax authorities. However, when the enterprise needs to change the address of the representative office to another district, it still has to confirm tax obligations with the old Tax Department. Therefore, enterprises need to pay attention to choosing a suitable address when establishing a representative office to avoid changing addresses in different districts. Unlike business locations, when enterprises change their business location address, they do not need to carry out tax obligation confirmation procedures at the Tax Department.

Functions of representative offices

  • Representative offices do not have business functions, therefore, representative offices are not allowed to conduct business activities, generate revenue.
  • The main function of representative offices is liaison offices; conducting research activities, providing information, supporting enterprises to access markets and new partners.
  • Enterprises wishing to conduct market surveys, or promote their brands to provinces and cities outside the province and city where their headquarters are located should establish representative offices.
  • Representative offices are only allowed to perform promotional activities, transactions on behalf of the parent company.

Documents for establishing representative offices

  • Notice of establishment of representative office;
  • Meeting minutes on the establishment of representative office (For joint-stock companies and limited liability companies with 2 or more members);
  • Decision on the establishment of representative office;
  • Decision on appointment of head of representative office if the head of the representative office is not concurrently the legal representative or shareholder, member, owner of the company;
  • 1 notarized copy of ID/ID card/passport still valid of the head of representative office;
  • Introduction letter or power of attorney for the person submitting the dossier;
  • 1 notarized copy of ID/ID card/passport still valid of the person submitting the dossier.

Procedures for establishing representative offices

Step 1: Prepare documents for establishing representative office

  • 1 notarized copy of the ID card of the head of representative office;
  • Information on the name, office address, and telephone number of the representative office;
  • 1 copy of the Enterprise Registration Certificate of the company.

Step 2: Draft and sign documents for establishing representative office

After receiving information about the name, office address, and telephone number of the representative office and the notarized ID card of the head of office, OTIS LAWYERS will assist customers in drafting documents.

The dossier is completed within 1 working day to be sent to customers for signing and stamping.

Step 3: Submit documents for establishing representative office and announce establishment

The dossier for establishing a representative office is submitted to: Business Registration Office of the province/city where the representative office is located.

Pay a publication fee to announce information about the representative office on the National Business Registration Portal.

Step 4: Issue the Certificate of Registration of operation of representative office

Within 03 working days from the date of receiving a valid dossier, the Business Registration Office will issue the Certificate of Registration of operation of the representative office for the enterprise.

Step 5: Engrave the seal for the representative office

For the convenience of signing documents, papers serving the activities of the representative office, it is advisable to engrave the seal of the representative office.

For any questions or comments, please contact:

OTIS AND PARTNERS LAW FIRM

Office address: 2nd Floor, CT3 Building, Yen Hoa Park View Urban Area, No. 3 Vu Pham Ham Street, Yen Hoa Ward, Cau Giay District, Hanoi

Email: [email protected]

Hotline: 0987748111

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