What the investor needs to understand
- A representative office (RO) or branch of a foreign trader is licensed under commercial law, not under the Investment Law. There is no IRC and no ERC.
- An RO may do liaison, market research and promotion of the parent's business. It may NOT carry out profit-making activities or sign commercial contracts in its own right (limited exceptions under the parent's authority; confirm with counsel).
- A branch may trade, but only in the sectors and to the extent Vietnam has committed to allow branches: for many sectors a branch is simply not available. Case-specific legal review required.
- Banks, insurers, law firms, airlines and some other sectors have their own branch / RO regimes under sector law.
Key items
| Topic | What the investor needs to know | When it matters | Authority |
|---|---|---|---|
| Representative office: eligibility | Foreign trader lawfully established abroad and in operation for a minimum period (confirm with counsel); RO scope must match the parent's business and Vietnam's treaty commitments | Before filing | Provincial Department of Industry and Trade, or Zone Management Board (confirm with counsel). |
| Representative office: licence | Licence is time-limited and renewable (term: confirm with counsel). Dossier: application, legalised incorporation documents, audited financials or tax confirmation, head of RO's ID, lease | Establishment | As above |
| Representative office: after licence | Seal, bank account, tax code for employee PIT, labour registration, annual activity report (deadline: confirm with counsel) | Post-licence | Licensing authority; tax; labour |
| Branch: eligibility | Longer minimum operating history of the parent (confirm with counsel); sector must be open to branches under treaties or Vietnamese law | Before filing | Ministry of Industry and Trade (confirm with counsel). |
| Branch: licence and operation | Branch is a dependent unit of the foreign trader: the parent is liable. Branch keeps accounts and pays tax in Vietnam | Establishment and operation | Ministry of Industry and Trade; tax |
| Head of RO / branch | Must be resident as required; restrictions on holding several head positions (confirm with counsel). Foreign heads need a work permit or exemption | Appointment | Licensing authority; labour authority |
| Permanent establishment / tax | An RO that goes beyond liaison work can create a taxable presence for the parent | Operation | Tax authority |
| Branch of a Vietnam subsidiary (different concept) | Once a Vietnam company exists (R1-R9), ITS branches and ROs are registered under the Enterprise Law with the Business Registration Office: a simple filing | Expansion | Business Registration Office |
Common pitfalls
- Using an RO to sell, invoice or sign contracts.
- Assuming a branch is available in every sector.
- Letting the licence lapse; late annual reports.
Statutory time limits are not shown on this page. Confirm the current period and its legal basis with counsel: practical timing is usually longer than the statutory period. Legal status reviewed as of 18 September 2026.