How to set up representative office or branch office or company in vietnam?

Beginning work in Vietnam is an exciting time for your company during which you can form new relationships, onboard new team members, and introduce global horizons. However, the Vietnam Representative/Branch/Company setup process can take a significant amount of time, from weeks to even months. So, what is the difference between a Representative office, a Branch and a Company? How is the procedure to set up the above Type of company in Vietnam?

Business structures
	Representative Office	Branch Office	Company (limited liability company, joint stock company)
Separate legal entity	No	No	Yes
Liability	Extension of parent company	Extension of parent company	Limited Liability
Entity Name	Must be same as parent company	Must be same as parent company	Can be the same or different from parent company
Allowed Activities	Can only conduct market research or coordinating activities. Not allowed to conduct business activities that yield profit.	Commercial activity within parent company’s scope	Can be the same or different from the parent company
Set up time	6 to 8 weeks	12 weeks	8 to 16 weeks
Annual tax return required?	No, but responsible for declaring employees’ personal income tax	Yes	Yes
Audit required?	Yes	Yes	Yes
Pros	Easy registration procedure	Can remit profits abroad	· Limited liability to capital contribution · Freely engage in any registered business lines that are not banned by local laws
Cons	· Cannot conduct revenue generating activities · Parent company bears liability	· Limited to certain industry sectors · Parent company bears liability	Strict requirements on number of members, business lines, capital….

Set Up a Representative Office in Vietnam

Pre-licensing checklist for setting up a Representative Office:

Apply to set up a representative office with a company chop or seal;
appointment letter from the Chief of Representative Office with identification documents and company seal;
Power of attorney in favor of the consultant to submit the application dossier;
Certificate of Incorporation for the Company; Business Registration Certificate of the Company;
An audited financial report of the company for the latest fiscal year;
lease office or lease contract;
Documents providing legal rights of the landlord regarding the rights of the leasing office

For steps 1 to 6, the foreign entity would require one notarized and consumerized copy of each document and a translated copy in Vietnamese by a competent Vietnamese authority.

Before registering a representative office in Vietnam, a signed lease contract is also required.

Set Up a Branch Office in Vietnam

To set up a branch in Vietnam, the parent company must provide documents evidencing the incorporation of the parent company, such as:

a notarized copy of the parent company’s certificate of incorporation issued by the Trade Register in its home country;
a notarized copy of the parent company’s statutory documents issued by the same trade register;
A notarized copy of the last audited financial documents of the parent company;
Set up a company in Vietnam

Vietnam allows 100% foreign ownership of a business in most industries. These include trading, IT, manufacturing, and education. However, some industries restrict foreign ownership. Examples of these include advertising, logistics, and tourism. In such cases, foreign investors will need a Vietnamese joint venture partner.

The step-by-step process of company registration in Vietnam

The procedure below details the process of registering a foreign LLC in Vietnam.

Investment registration certificate

When registering a foreign-owned company in Vietnam, you need an investment registration certificate. The Department of Planning and Investment issues this certificate. It usually takes about a month to receive the certificate.

However, if no WTO agreements or local laws regulate foreign ownership in that business line, it will take longer to get the certificate. Your business will need ministry-level approval from one or more ministries.

Business registration certificate

Companies in Vietnam must also get a business registration certificate (BRC). The Department of Planning and Investment also issues this certificate. The BRC is also known as the Enterprise Registration Certificate (ERC).

Tax registration and payment of the business license tax.

The business license certificate number is also the company’s tax number. All companies must pay taxes through an online system. Companies also submit tax declarations and reports through this system. To gain access to this system, businesses must get an electronic signature.

Capital contribution

After receiving the BRC, you have 90 days to make the capital contribution. Failure to do so will result in fines.

Apply for sublicenses or permits, if applicable.

Company registration in Vietnam typically takes about one month. However, some companies need to apply for sublicenses depending on the business line. In such cases, the registration process will be longer.

Such examples of business lines that need sublicenses include:

manufacturing
Logistics
Recruitment
Lodging
Trading of unique products or services

Certain businesses need to process additional permits. For example, companies that will engage in selling or distributing cosmetics must register their products. This can take anywhere from a couple of weeks to several months.

All documents must be legalized and translated into Vietnamese.

With the above article, Van Luat hopes to bring helpful information to readers about the procedure for establishing representative offices, branches, and companies of foreign traders in Vietnam. Van Luat helps with a complete service package that includes establishing representative offices, departments, and companies of foreign traders in Vietnam with optimal spending and maximum efficiency for customers. If you have any questions regarding this matter, don’t hesitate to contact Van Luat immediately at 0919 123 698. We always have a specialist ready to give you a free consultation.

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