Guide
Representative office, branch or subsidiary in Vietnam: which presence do you need?
There are three common ways to have a presence in Vietnam. Two of them, the representative office and the branch of a foreign trader, sit outside the IRC and ERC system and are licensed under commercial law. The third is a Vietnam company.
Legal status as of 18 September 2026. Based on the Vietnam Foreign Investment Navigator 2026.
Side by side
| Representative office | Branch of a foreign trader | Subsidiary (Vietnam company) | |
|---|---|---|---|
| Legal basis | Commercial law. No IRC, no ERC | Commercial law. No IRC, no ERC | Investment Law and Enterprise Law: IRC and ERC (see route R1) |
| May earn revenue? | No. Liaison, market research and promotion of the parent's business only | Yes, but only in sectors where Vietnam allows branches | Yes, subject to market access and sector licences |
| May sign commercial contracts? | Not in its own right (limited exceptions under the parent's authority; confirm with counsel) | Yes, within its licence | Yes |
| Liability | The parent | The parent: the branch is a dependent unit | The company itself |
| Availability | Parent operating for a minimum period (confirm with counsel) | Longer minimum operating history; sector must be open to branches | Depends on market access for the activity |
The representative office
- Licensed by the provincial Department of Industry and Trade, or the zone management board (confirm with counsel).
- The licence is time-limited and renewable. The dossier includes an application, legalised incorporation documents, audited financials or a tax confirmation, the head of office's ID and a lease.
- After licensing: seal, bank account, tax code for employee personal income tax, labour registration, and an annual activity report.
- An office that goes beyond liaison work can create a taxable presence for the parent.
The branch of a foreign trader
- Available only in the sectors, and to the extent, that Vietnam has committed to allow branches. For many sectors a branch is simply not available.
- Banks, insurers, law firms, airlines and some other sectors have their own branch and office regimes under sector law.
- The branch keeps accounts and pays tax in Vietnam.
Not to be confused with
Once a Vietnam company exists, its own branches and representative offices are registered under the Enterprise Law with the Business Registration Office. That is a simple filing, not a foreign-trader licence.
Common pitfalls
- Using a representative office to sell, invoice or sign contracts.
- Assuming a branch is available in every sector.
- Letting the licence lapse, or filing annual reports late.
- Appointing a foreign head of office without a work permit or exemption.
Check which of this applies to your own plan.
Open the Route FinderRelated routes
More guides
- IRC vs ERC in Vietnam: what each certificate does, and why neither lets you start trading
- Setting up the company before the IRC: Vietnam's 2026 ERC-first option
- Buying shares in a Vietnamese company: when M&A registration is required
- Investing in a Vietnamese startup as a foreign VC or angel: the legal route
General orientation only, not legal advice. Confirm your position with a lawyer licensed in Vietnam before acting.