What are the requirements for establishing a representative office in Vietnam? (Part 1)

When considering the establishment of a representative office in Vietnam, there are many key points to understand, including legal requirements, necessary documents, costs, timelines, and restrictions on local activities. It is not uncommon for companies to experience unexpected delays due to incomplete documentation or slow authentication procedures during the application process. This article clearly and systematically explains the latest legal framework, concrete steps required for establishment, common pitfalls, and the differences between a representative office and a local subsidiary, in a way that is easy for beginners to understand.

1. Basic requirements and latest developments for establishing a representative office in Vietnam

To establish a representative office in Vietnam, it is essential to prepare in accordance with local laws and regulations. Only foreign companies that have been in operation for at least one year are eligible to establish a representative office. The scope of activities is limited to market research, liaison functions, and similar activities, and commercial activities are strictly prohibited. Accurately understanding the latest legal amendments, required documents, establishment procedures, and activity restrictions is crucial to the success or failure of setting up a representative office.

• ・Establishment requirements are strictly defined
• ・There are clear limitations on authority, including a prohibition on commercial activities
• ・It is necessary to continuously monitor the latest legal amendments and procedural trends
• ・Leveraging local networks is effective for facilitating smoother procedures

1.1. Legal requirements for establishing a representative office

In principle, only foreign companies that have been established for more than one year are permitted to set up a representative office in Vietnam. Permitted activities are limited to those recognized by Vietnamese law, such as liaison activities, market research, and promotion of business cooperation. Commercial activities such as contract execution and product sales are not allowed. At the time of establishment, the parent company must formally resolve to establish the representative office and appoint a Chief Representative. Failure to meet these legal requirements will result in rejection of the application.

1.2. Required documents and authentication procedures

To establish a representative office, documents such as the parent company’s certificate of incorporation, audited financial statements, appointment letter for the Chief Representative, passport, and office lease agreement in Vietnam are required. Documents in Japanese or English must be translated into Vietnamese and notarized by designated institutions. Furthermore, authentication procedures differ depending on whether the documents are public or private. Careful preparation is essential, as any deficiencies or missing notarization may delay the application process.

• ・A wide range of documents is required, along with accurate translation and notarization

• ・Authentication processes differ depending on document type

• ・Double-checking before submission helps prevent delays

• ・It is important to confirm the latest local requirements

1.3. Latest legal amendments

In recent years, Vietnam’s foreign investment–related regulations have undergone several amendments. In addition, starting in July 2025, the electronic system VNeID—requiring registration of company representatives—has been introduced. As further digitalization and administrative streamlining are expected, keeping track of the latest regulatory changes is essential. Since legal amendments in Vietnam tend to be implemented swiftly, gathering information through local networks is also highly beneficial.

1.4. Costs and timeline for establishment

The costs associated with establishing a representative office mainly include notarization and translation fees, application fees, and office rental costs. Many companies estimate that the entire process—from signing an office lease, document preparation and notarization, application submission, issuance of the license, seal creation, to tax code registration—takes approximately three to four months. Since the timeline may vary depending on procedural progress and document completeness, careful schedule management with sufficient buffer time is important.

• ・Typically, it takes about 3–4 months from application to license issuance

• ・Delays may occur due to document deficiencies or local circumstances

1.5. Restrictions on business activities in Vietnam

A representative office in Vietnam is primarily responsible for market research, liaison, and investment promotion activities. Direct commercial activities, contract execution, and revenue-generating activities are not permitted. While there is no requirement to set registered capital or pay business registration tax, exceeding the permitted scope of activities may result in administrative penalties. On the other hand, representative offices offer flexibility as preparatory bases prior to establishing a local subsidiary or for market analysis. It is important to properly understand the permitted business framework and operate accordingly.

• ・Commercial activities are prohibited

• ・No registered capital or business registration tax is required

• ・Violations of activity restrictions may lead to strict administrative penalties

• ・Can be effectively utilized as a local operational base

2. Detailed procedures and list of required documents for establishing a representative office

Establishing a representative office in Vietnam requires step-by-step procedures and clear document preparation. First, an office lease agreement must be concluded under the name of the parent company. Subsequently, required documents must be prepared, translated, and notarized. Key documents include the head office’s certificate of incorporation, the previous year’s audited financial statements, a board resolution (if required), appointment letter for the Chief Representative, the Chief Representative’s passport, office lease agreement, and real estate–related documents. After these are prepared, the application for the establishment license is submitted, followed by procedures such as seal registration and tax code acquisition.

• ・Procedures are divided into distinct stages

• ・Required documents are clearly specified by category

• ・Translation and notarization of documents are mandatory

2.1. Document preparation and translation steps

Most required documents must be obtained from the Japanese head office, including the certificate of incorporation, latest audited financial statements, appointment letter for the Chief Representative, passport, and board resolution (if applicable). All documents must be translated into Vietnamese. After translation, notarization and authentication by designated authorities are required. Public documents such as certificates of incorporation and financial statements must undergo particularly strict authentication procedures. Accurate handling at this stage has a significant impact on the overall establishment timeline, making careful management essential.

2.2. Importance of notarization and authentication

Documents prepared in foreign languages or public documents issued in Japan must undergo translation, notarization, and authentication before submission to Vietnamese authorities. Typically, documents are first notarized in Japan, translated into Vietnamese, and then authenticated again by Vietnamese notarization authorities. Private documents follow a similar process, though additional documents may be required depending on the case. Failure to complete these procedures increases the risk of application rejection or requests for additional submissions, directly affecting both timeline and cost.

• ・Translation, notarization, and authentication of public documents are mandatory

• ・Similar procedures apply to private documents

• ・Delays impact the entire establishment schedule

• ・Deficiencies may result in additional document requests

2.3. Procedure for obtaining the establishment license

Once document preparation and authentication are complete, the application for the representative office establishment license can be submitted. All required documents, including the application form for license issuance, must be submitted as a complete set. While the review period varies depending on administrative workload, applications with no deficiencies generally proceed smoothly. After obtaining the license, subsequent procedures such as tax code registration and seal creation must be completed. Since the establishment license is the legal basis for official operations, careful verification of its contents and deadlines is essential.

2.4. Seal registration and tax code acquisition

After the establishment license is issued, a dedicated representative office seal must be created and registered with the relevant authority. Subsequently, a tax code (tax registration certificate) must be obtained from the competent tax authority. Efficient handling of these steps enables a smooth office opening.

2.5. Communication with government authorities

Interaction with local Vietnamese government authorities is unavoidable during the establishment process. Many situations require document submission and responses in Vietnamese, and language barriers or insufficient understanding of the system may cause delays. When inquiries or requests for document revisions arise, prompt and accurate responses help prevent schedule delays. In practice, having experienced local personnel or a solid support system often makes a significant difference in progress.