FOREIGN REPRESENTATIVE OFFICES IN VIETNAM

WHAT YOU NEED TO KNOW

What is a foreign representative office in Vietnam?
How to establish?
WHAT ARE THE REQUIRED COMPLIANCES BY LAWS?
RISK MANAGEMENT DURING OFFICE OPERATION IN VIETNAM
HOW TO CLOSE OR TRANSFORM IN TO SUBSIDIARY?
About VIVA Business Consulting

Foreign representative offices in Vietnam

WHY FOREIGN REPRESENTATIVE OFFICE IN VIETNAM?

The foreign representative office in Vietnam is a dependent unit supporting business operations of the parent company, which is allowed to do basic business activities such as open a resident office, recruit employees, manage and promote local business contracts, market research., etc.

Representative Offices tend to be utilized by foreign investors in fields such as sourcing of products, quality control, and general liaison activities between the Head Office and the Representative Offices overseas.

The representative offices are generally easier to establish than a branch or subsidiary, as they are not used for actual “business” (e.g., sales) and therefore there is less incentive for them to be regulated.

The representative office is quite simple and cost-effective: No investment capital, no Value Added Tax, no Corporate Income Tax, no Accounting, no financial statements, no independent audit required … and easy to extend, terminate or dissolve when necessary.

ALLOWED ACTIVITIES OF FOREIGN REPRESENTATIVE OFFICES

Vietnam-based representative offices of foreign enterprises can conduct these activities:

Act as a bureau of communication.
Market research.
Facilitate investment projects of foreign enterprises.
Expedite and monitor the implementation of projects in Vietnam, which are sponsored by foreign enterprises.
Representative offices of foreign enterprises in Vietnam shall not carry out business activities in Vietnam.

MORE ADVANTAGES OF FOREIGN REPRESENTATIVE OFFICES?

Establishing a foreign representative office is the optimal option for local customer care, market research, without having to invest capital or pay corporate income taxes.

No investment capital required.
No Value Added Tax, no Corporate Income Tax, no Accounting, no financial statements, no independent audit required.
Easy to extend, terminate or dissolve when necessary.
Allowed to recruit local and foreign employees.
Based on the new Labor law in Vietnam, there is no limit on the number of foreign employees for a representative office. In case the office can prove its demand fair with commercial operations, the office entitled to determine the demand for foreign workers for every job position for which Vietnamese workers are underqualified and request acceptance from the local competent state agencies for work permits.

Foreign representative offices in Vietnam

How to establish a foreign representative office in Vietnam?

FAQS ON ESTABLISHMENT OF FOREIGN REPRESENTATIVE OFFICE

How to prepare required papers and documents – Procedures – Cases and situations shall be anticipated in advance when setting up a foreign representative office in Vietnam.
Annually budgeting for establishing – operating – maintaining a foreign representative office in Vietnam.
Any query about local laws and regulations, direct consultation with the top experts on the establishment and operation of foreign representative offices in Vietnam.

CONDITIONS FOR BEING GRANTED LICENSES TO SET UP REPRESENTATIVE OFFICES IN VIETNAM

The foreign investor is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories.
The foreign investor has come into operation for at least 01 year from the date of establishment or registration.
The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application.
The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory. Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign investor is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies have given approval for the establishment of the representative office.

04 STEPS TO ESTABLISH A REPRESENTATIVE OFFICE

Establishing a foreign representative office shall be executed by professionals only and usually consist of 04 main steps:

Understand scopes of activities, rights, obligations, conditions, and procedures for establishing a foreign representative office

Prepare and complete the required conditions, papers, and dossiers

Apply and manage procedures for granting representative office license

Complete the initial compliance procedures after granting a representative office license

REQUIRED PAPERS TO SET UP REPRESENTATIVE OFFICES IN VIETNAM

Group 1: Papers from headquarters

Copies of the Certificate of Business Registration or equivalent documents of the foreign investor.
A letter of appointment of the head of the representative office.
Copies of audited financial statements or certificates of completion of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign investor is established.

All above papers should be certified by overseas diplomatic missions or Consulates of Vietnam under the laws of Vietnam. Translated documents in Vietnamese and certified true for any papers from overseas.

Group 2: Papers from local agencies

Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office.
Documents on the expected location of the representative office including:
- Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the representative office.
- Copies of documents on the expected location of the representative office in accordance with related laws.

Application and dossiers to the competent state authority

An application form for License for Establishment of the representative office using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign investor.
Proper papers and documents of group 1 and group 2 above.

Foreign representative offices in Vietnam

THE REQUIRED COMPLIANCE PROCEDURES FOR A FOREIGN REPRESENTATIVE OFFICE IN VIETNAM

Although a representative office can enhance and support business for the parent company in Viet Nam, easy to manage and able to keep investor away from many compliance procedures… but, in fact that there are many representative offices have endured serious fines due to misconduct, violations of compliance requirements.

There are important required compliance procedures shall be complied in Vietnam:

THE GENERAL REQUIRED COMPLIANCE PROCEDURES:

Local bank accounts

Business record management

Standard folders | Daily records | Scan into soft files | Records completion…

Manage the labor relations

Employee profile | Labor contract | Payrolls | Compulsory insurances | PIT

Tax management and Accounting

Bank statements | Cashbook | Petty cash | Complete the reports and risk management

Expat management

Employee profile | WP | TRC | PIT

Office license and other secretary services

Office license | Electronic signature | Amending and adjusting the license | contracts | documentations…

SOME TYPICAL TASKS FOR DAILY TRANSACTIONS:

Management of employment relations

Accounting and Tax management

Required compliance reports

Consultation service for expats

Management of employment relations

Accounting and Tax management

Required compliance reports

Consultation service for expats

THE REQUIRED PROCEDURES FOR THE CHIEF OF REPRESENTATIVE OFFICE

Professional employee profile and establish local employment relations

Know your employer and your title position
Local job descriptions that shall be in-lined and consistent with the position
Establish lawful employment relations in forms of appointment letters, labor contracts, internal assignments…
Required papers to meet local conditions on foreign employment in Vietnam.
Manage your work permits, and residence.

Manage your personal income tax and compulsory insurances

Taxable incomes and tax exemption, methods of tax declaration and payment.
Review and identify your sources of income, and tax deductions to avoid potential violations that may impact your good standing.
Calculation of your tax payable amount and compulsory insurances in lawful and optimal manners.
Review your tax reports and annual final settlement, apply for insurance benefits and avoid double tax payments according to the tax agreements.
Representative on behalf to manage and settle any query or requirements from the local competent state agencies.

Manage the local business rules and regulations

Procedures for setting up representative offices / foreign invested companies.
Procedures for amendment, supplementation, and termination of office license.
Labor rules and regulations, forms and procedures.
Personal income tax declaration and settlement.
Requirements and queries from competent state agencies.
Business records and internal reports.
Managing establishment licenses, annual operation reports, renewal and adjustment.
Optimizing – Managing employment relations – salaries – compulsory insurances.
Optimizing – Managing personal income tax and inspection procedures from the tax department.
Management Accounting.
Visas, work permits and temporary residence cards for expats.
Extension or termination of representative office license.
Exclusive advice for the Chief of representative office and Legal representatives in Vietnam.
Updating new laws and regulations on foreign representative offices and expats. Closuring and upgrading representative office into a subsidiary.

MANAGE THE CASHFLOW AND REQUIRED COMPLIANCES

There are many foreign representative offices in Vietnam that have been paying serious lessons for violations of unallowed transactions or lawful invoices.

The cashflow chart from VIVA business consulting may help you for an overview on cashflow of a foreign representative office, the main transactions in order to manage the required compliances properly:

Local bank accounts – regulations on currency and investment
Allowed activities of a foreign representative office
Employment relations
Compulsory insurances
Personal income tax

According to the Laws on VAT invoices: The sellers should issue the lawful invoices for any service or goods sold and the buyers have responsibility to collect and keep the invoices.

Since 2012, together with the Anti-money laundering regulations and the latest updates on tax laws, the tax inspectors specially focus on representative offices for tax inspection.

Foreign representative offices in Vietnam

RiskS management on representative office operation in Vietnam

THE REQUIRED PROCEDURES FOR CHIEF OF REPRESENTATIVE OFFICE

Managing risks related to business licenses for foreign representative offices in Vietnam.
Managing risks related to labor relations – salaries – compulsory insurances while recruiting for foreign representative offices in Vietnam.
Risks management related to personal income tax and inspection procedures from the tax department after every 3 to 5 years operating foreign representative offices in Vietnam.

THE COMMON LESSONS DUE TO VIOLATIONS OF LOCAL LAWS AND REGULATIONS

Risks and lessons in employment relations

Violation in declaringe labor use and compulsory insurances.
Violation in registration of internal labor
Labor contract without proper terms and conditions.
Improper labor titles (not inlined with the office scopes)
Without required employee profiles and monthly payrolls.
Without work permit for expats.
Without paid medical insurance for expats.
Without annual labor reports to competent state agencies.
Without required tax completion certificate for the chief and expats.

Risks and lessons on taxation

Violation in declaration for expats.
Violation in methods of tax declaration and settlement.
Violation in applying tax exemption / payable amount.
Violation in accounting, cashbook, petty cash, invoices and records for tax inspection.
Violation in lawful invoices for some paid expenditures. Some paid amount will be recognized as the benefit of employees or the chief and it is taxable.
Violation in using personal bank accounts for office payment.
Violation in receivinge incomes from other parties.
Violation in transactions/activities which are not allowed for office activities.
Violation in lending/borrowing money from third parties.

Risks and lessons on office license and operation activities

Fail to renew / extend the office license before the expired date.
Operate beyond the allowed scope of activities: Buying machines/materials/equipment… for manufacturing lines; inventory, directly create sale and profitable activities.
Violation in registration and declaration of new office location.
Violation in annual operation reports to the Department of Industrial and Trade.
Violation in amending/updating the content in the office license when there are changes from the parent company.
In case of dissolution, not closure of the office license completely or failure to manage the final tax settlement procedures.

Risks management of foreign representative offices operating in Vietnam is professional job that requires integrated depth expertise knowledge and experience related to the Commercial Law, Labor, Tax accounting, and other administration regulations…

Properly managing when operating foreign representative offices in Vietnam not only helps your team focus well on the competitive business activities from of parent company but also avoid legal risks, cost-saving, and competitive advantage.

Being an in-depth pioneer and unbreakable competitiveness in services for foreign representative offices in Vietnam, not only providing the service of “Managing foreign representative offices in Vietnam according to local regulations.”, VIVA also offers clients free consultation on daily operation transactions – dissolution procedures – transforming an office into a subsidiary, free-of-charge on work permits or temporary resident cards for the chief of representative offices…

Foreign representative offices in Vietnam

HOW TO CLOSE A FOREIGN REPRESENTATIVE OFFICE IN VIETNAM?

THE REQUIRED PROCEDURES FOR CHIEF OF REPRESENTATIVE OFFICE

How to prepare required papers and documents – Procedures – Cases and situations shall be anticipated in advance when dissolution of a foreign representative office in Vietnam.
How to estimate budget for dissolution of a foreign representative office in Vietnam.
Potential risks shall be identified and managed in advance when dissolution of a foreign representative office in Vietnam.
Any query about local laws and regulations, directly consultation with the top experts on the establishment and operation of foreign representative offices in Vietnam.

Step 1

Preparing for the official decision and applications in the dissolution of representative office, and submiting to the competent state agencies for closing any further obligation. This step aims to suspend, terminate any new obligation, especially for the tax reports and other compliance procedures. From the date of proper notice to the local competent state agencies, the office is in closing standby status.

Step 2

To collect, complete the compliance business records and arrange for any certificates of obligation completion. Especially for the liquidation of employment, the certificate of tax, social insurance. This is a legal requirement to guarantee that the office has no more pending obligation before being allowed to close under legal procedures.

Step 3

Upon the certificates of obligation completion, the office will close the bank accounts, return the business licenses, return the legal stamp as the final step of dissolution of representative office. This is the final paperwork as completion.

YOU SHOULD MANAGE THE FINAL TAX SETTLEMENT

Step 2 is the most complicated because of tax inspection procedures. The officer’s will review all the remittance transactions from head office, all the paid expenses to make sure things comply with local tax, anti-money laundry regulations. There will be 02 options:

Option 01: You can provide any business records to the officers and have to pay for any amount upon the officer decisions before obtaining the Completion certificate. The payable amount in this option, usually, is a huge and disaster amount.
Option 02: You should #001 audit the business records and compliance reports in advance, #002 verify for the exists and risks, #003 fix the records to manage the final payable amount is optimal – reasonable – in a lawful manner.

Foreign representative offices in Vietnam

ABOUT VIVA BUSINESS CONSULTING

WHO WE ARE?

VIVA is a business consulting company, specializes in business compliance procedures according to local business laws and regulations since 2006. VIVA has been continuously trusted by thousands of well-known clients since 2006.

The insights and consistent backgrounds in Business Laws – Accounting and Corporate Finance – Tax Management – Labor Relations and Payroll – Secretarial services help us build trust and confidence in the entrepreneur’s community.

We have been successfully providing service for thousands of leading companies from Hong Kong, Japan, US, EU, Singapore, India, China, Korea…. in forms of FDI companies, Foreign representative offices, Foreigner working in Vietnam, Vietnamese SMEs, Chief Operation Officers.

WHAT WE DO

Services for Expats in Vietnam:
Visa, Work Permit, Temporary residence card, Compulsory Insurances, Personal Income tax, Labor contracts, Employment Records and Relations, Other Secretarial Services.

Services for Representative offices in Vietnam:
Establishment, extension of representative office licenses. Required compliance procedures during operation. Rights and obligations of the chief of representative office. Closure of representative office risks management.

Services for a company in Vietnam:
Setting up a new company and licensing service. Business records management. Daily business transactions management. Tax management. Accounting and financial statements. Employments, payroll and compulsory insurances. Representative on behalf of competent state agencies for any business administration procedures.

A partner who has comprehensive expertise and experience in local business laws and regulations can help the investors shortcut entry procedures, avoid and prevent most of legal risks, create business advantages and keep their good standing.

Motivated by our core values of ceaseless improvement, our great insights in local business culture and regulations, as well as the exclusive services, promise to offer you one-stop and tailored-made solutions that optimize every of your business in Vietnam in the lawful manner.

We are looking to be your valued business partner and resources in Vietnam as we have been choosing since 2006.