I. Legal basis

• Law on Enterprises 2020, amended in 2025, No. 76/2025/QH15
• Law on Investment 2020
• Decree No. 168/2025/ND-CP

II. Conditions for establishing a representative office of a foreign-invested company

2.1. Market-access conditions

1. Foreign investors establishing a 100% foreign-invested enterprise are those who set up an economic organization and must satisfy the market-access conditions applicable to foreign investors. The market-access conditions for foreign investors are the conditions that foreign investors must meet to invest in sectors and trades listed in the Catalogue of Sectors and Trades with Restricted Market Access for Foreign Investors as prescribed by the Law on Investment.

2. Pursuant to laws, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international treaties to which the Socialist Republic of Vietnam is a party, the Government shall promulgate the Catalogue of Sectors and Trades with Restricted Market Access for Foreign Investors, including:

• Sectors and trades not yet open to market access;
• Sectors and trades subject to conditional market access.

3. The market-access conditions for foreign investors as stipulated in the Catalogue of Sectors and Trades with Restricted Market Access for foreign investors include:

• The foreign investor’s ownership ratio of charter capital in the economic organization;
• Form of investment;
• Scope of investment activities;
• Capacity of the investor; partners participating in the investment activities;
• Other conditions as prescribed by laws, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international treaties to which the Socialist Republic of Vietnam is a party.

2.2. Prior to establishing an economic organization, foreign investors must have an investment project and complete the procedures for the issuance or amendment of the Investment Registration Certificate, except in the case of establishing a small or medium-sized innovative start-up enterprise or an innovative start-up investment fund in accordance with the provisions of the law on support for small and medium-sized enterprises.

2.3. The financial capacity of an individual or investing organization is demonstrated by the bank account balance for an individual or the financial statements/bank account balances of the organization for the most recent years.

2.4. Investors must have a location and premises for implementing the project, which is demonstrated by documents proving the legal right to use such premises, including a lease agreement for the factory or office accompanied by the Land Use Rights Certificate and property assets attached to the land.

2.5. Documents proving the identity of the investor: passport for individual investors / Certificate of operation for organizational investors.

2.6. The investor must belong to the category permitted to invest in Vietnam under the WTO and investment policies and in sectors and trades not prohibited under the law.

III. Forms of establishing a foreign-invested enterprise

3.1. Investors are allowed to contribute capital to an economic organization in the following forms

1. a) Purchasing newly issued shares or additional shares of a joint-stock company;
2. b) Contributing capital to a limited liability company or a partnership;
3. c) Contributing capital to other economic organizations that do not fall under the cases specified at Points a and b of this Clause.

3.2. Investors may purchase shares or acquire capital contributions of an economic organization in the following forms

1. a) Purchasing shares of a joint-stock company from the company or from its shareholders.
2. b) Purchasing capital contributions from members of a limited liability company in order to become a member of such limited liability company.
3. c) Purchasing the capital contribution of a capital-contributing member of a partnership in order to become a capital-contributing member of that partnership.
4. d) Purchasing the capital contribution of a member of another economic organization that does not fall under the cases specified at Points a, b, and c of this Clause.

IV. Dossier for establishing a branch of a foreign-invested enterprise

To carry out the procedures for establishing a branch of a foreign-invested enterprise, the application dossier includes:

– Notification of the establishment of the company’s branch;

– Application for the issuance of the license for establishment of the company’s branch;

– Decision on the establishment of the branch issued by the Owner, the Members’ Council, or the Board of Directors;

– Minutes of the meeting on the establishment of the branch prepared by the Members’ Council or the Board of Directors;

– Document appointing the head of the company’s branch.

– Documents evidencing the lawful land use rights for the branch’s headquarters;

– Certified copy of the charter provisions on the branch’s activities.

– Notarized copy of the Business Registration Certificate (or other equivalent legally valid documents);

– Copy of the ID Card/Citizen ID/Passport of the head of the branch;

– Copy of the audited financial statements or a document confirming the fulfillment of tax obligations for the most recent fiscal year.

V. Procedures for establishing a branch of a foreign-invested company

According to the Investment Law and Official Letter No. 8909/BKHĐT-PC, the establishment of a branch or representative office does not give rise to a new investment project, but is merely an expansion activity of an already established organization. Therefore, it is not subject to IRC (Investment Registration Certificate) issuance.

– The procedures for establishing a branch shall be carried out in accordance with the enterprise registration regulations under Decree 168/2025/ND-CP.

– The time required to complete the procedures for establishing a branch of a foreign-invested company engaged in non-conditional business lines is from 4 to 6 working days, including the procedure for seal engraving.

– For foreign-invested companies engaged in conditional business lines such as healthcare, education, insurance, tourism, transportation, and commerce, the procedures for establishing a branch usually take 30–45 days due to the need to conduct inspections and obtain opinions from relevant ministries and agencies, or to secure approval for meeting the related operational conditions. Specifically, a branch engaged in retail commerce must obtain a license to establish its first retail facility from the Department of Industry and Trade. 

– The authority to receive the application for establishing a branch of a foreign-invested company lies with the Foreign Economic Department – Department of Finance where the branch’s headquarters is located.

VI. Notes on general procedures after establishing a branch or representative office

6.1. Personal Income Tax

The Representative Office is responsible for withholding, declaring, and paying personal income tax on the income from salaries and wages of its employees in accordance with Articles 24 and 25 of Circular No. 111/2013/TT-BTC.

6.2. On the use and issuance of invoices

• The representative office has no business function and generates no income from the sale of goods or provision of services; therefore, it is not required to issue or use invoices.
• The representative office is required to submit monthly (quarterly) tax declarations for any tax obligations arising at the representative office or for taxes it is required to declare and pay on behalf of others.
• The representative office is not required to submit value-added tax returns, corporate income tax returns, or financial statements.

6.3. Displaying the signboard at the head office of the representative office

Display a signboard at the representative office. The signboard must include the following information: the name of the representative office, the address of the head office, the telephone number, and the managing authority.

VII. Conclusion

In the context of an increasingly competitive investment environment in Vietnam and tightening legal requirements, FDI enterprises should consider seeking in-depth legal advice to ensure that the establishment and operation of a branch or representative office are conducted efficiently, in compliance with regulations, and with minimal legal risk. This approach helps enterprises save time and costs, while enabling them to commence stable and effective operations in the Vietnamese market at an early stage.

VIII. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

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