Representative
Office
in Vietnam.
A legal presence in Vietnam without incorporating a new entity. Conduct market research, build local relationships, and promote your brand — all under your parent company's name.
A legal foothold — before you fully commit.
A Representative Office gives your company a legal presence in Vietnam without incorporating a new entity. You operate in your parent company's name — conducting research, building relationships, and promoting your brand.
An RO is a dependent unit with no independent legal status. No share capital, no board, no corporate income tax. It's the fastest, simplest way to test Vietnam before committing to full incorporation.
RO vs. LLC: An RO cannot trade, issue invoices, or generate revenue. It's for presence and promotion only. If your goal is to sell in Vietnam, you need a company or Branch. Not sure which fits? Forra will advise before you apply.
What an RO can — and cannot — do.
An RO's scope is intentionally limited. It's a presence structure, not a trading one. Stay within these boundaries and the RO runs smoothly. Step outside them and you risk fines or licence revocation.
The Chief Representative can sign as an authorised agent of the parent — provided the parent has issued a written power of attorney. The contract binds the parent, not the RO.
Stay within your scope. Conducting commercial activities through an RO is a compliance violation. It can result in fines and licence revocation. Forra advises on boundaries during set-up and ongoing.
Four things to check before you apply.
Most established foreign companies qualify easily. Forra confirms eligibility before any documents are prepared — free of charge.
Registered in a treaty-partner country
Your company must be incorporated in a country with an international trade treaty with Vietnam. All WTO member states qualify — covering the vast majority of foreign companies.
At least one year in operation
The parent company must have been actively operating for at least 12 months. A company incorporated less than one year ago is not yet eligible to apply.
Business licence valid for 1+ more years
If your company's registration has an expiry date, at least one year of validity must remain at the time of the RO application.
Activities within Vietnam's trade commitments
Most sectors qualify automatically. Regulated sectors — banking, legal services, healthcare, certain IT activities — require additional ministerial approval, which extends the timeline. Forra identifies this upfront.
One RO per province: You can set up ROs in multiple provinces across Vietnam, but only one per province. There is no nationwide cap on the total number of ROs.
Three stages to get your RO open.
Forra manages the whole process end-to-end. You gather the documents — we handle preparation, submission, authority liaison, and all post-licence set-up.
The most common delay is legalisation of home-country documents, which depends on the certifying authority in your country. Forra advises on lead times as soon as we know your jurisdiction.
Usually the longest stage. Corporate documents need Vietnamese translation and official legalisation. Forra sends a clear checklist tailored to your country.
- Application form — signed by an authorised representative
- Certificate of Incorporation — translated and legalised
- Latest audited financial statements — legalised
- Appointment letter for the Chief Representative
- Chief Representative passport — certified copy with translation
- Office lease agreement or letter of intent
Forra submits to the DOIT in your chosen province. Standard sectors receive the licence within 7 working days of a complete submission. Regulated sectors may need ministerial review — we flag this before documents are prepared.
Regulated sectors (banking, legal, healthcare) may take up to 3 months. Forra identifies your sector's category at the very start.
Forra handles all post-licence steps before the RO can legally operate.
- Company seal registration
- Tax code registration — required within 10 days of licence issuance
- Bank account opening
- Labour and social insurance registration (when staff are hired)
- Office signage and notice of commencement
Fixed-fee service. Forra quotes a single inclusive fee for the full RO establishment — document preparation, filing fees, authority liaison, and post-licence set-up. No hourly billing.
Is an RO the right structure for you?
If you're generating revenue or signing commercial contracts, you need a company or Branch. If you're testing the market first, an RO is almost always the right starting point.
| Factor | Representative Office | LLC / Company Registration |
|---|---|---|
| Legal status | Dependent unit of parent — no independent legal status | Separate legal entity registered in Vietnam |
| Commercial activity | ✗ Cannot trade, invoice, or generate revenue | ✓ Full commercial operations permitted |
| Setup timeline | ✓ 4–6 weeks | 6–8 weeks (IRC + ERC process) |
| Charter capital | ✓ None required | Required — contributed within 90 days of ERC |
| Corporate income tax | ✓ Exempt — ROs do not generate taxable profit | CIT at 20% on taxable profits |
| VAT obligations | ✓ Generally not subject to VAT | VAT registration and monthly declarations required |
| Hiring staff | ✓ Permitted — Vietnamese and foreign (with work permits) | ✓ Permitted |
| Licence validity | 5 years — renewable before expiry | Indefinite (subject to ongoing compliance) |
| Best for | Market research, liaison, brand promotion, pre-commercial phase | Revenue generation, full commercial operations, long-term presence |
Many companies start with an RO and incorporate once the market is validated. Forra supports both paths. Learn about company registration →
Staying compliant after opening.
An RO has a small but firm set of recurring obligations. Miss them and you risk fines or licence revocation. Forra manages all of these as part of the ongoing compliance service.
Annual Activity Report
Summary of the RO's activities submitted to DOIT. Two consecutive missed reports can trigger licence revocation.
Licence Renewal
The RO licence is valid for 5 years. Application must be filed at least 30 days before the expiry date. Forra tracks this proactively.
Licence Amendments
Any change to the RO's name, address, or Chief Representative must be formally filed with DOIT before the change takes effect.
PIT & Social Insurance
If the RO has staff, monthly PIT withholding and social/health insurance contributions are required. No corporate income tax applies.
Chief Representative Authorisation
When the CR leaves Vietnam, written delegation to another person — parent-company approved — is required before departure.
Registered Physical Address
The RO must maintain a real, operational office address at all times. Any change of address requires a licence amendment filing with DOIT.
Eligibility checklist.
Run through this before commissioning Forra. If everything below is true, you're almost certainly eligible. We confirm for certain — free of charge — before any work begins.
Questions we hear about ROs.
Why set up an RO rather than a full company?
An RO is the right choice when you want a presence in Vietnam without committing to full commercial operations. It's faster (4–6 weeks), requires no charter capital, and carries no corporate income tax. It's ideal for market research, testing relationships, or maintaining a liaison contact.
The trade-off: the RO cannot trade or issue invoices. Once you're ready to generate revenue, you'll need a company or Branch.
Can the RO sign contracts on behalf of the parent company?
The RO cannot sign contracts in its own name. However, the Chief Representative can sign as an authorised agent of the parent — provided the parent has issued a written power of attorney. The contract binds the parent company, not the RO.
Since 2016, the RO can no longer monitor or support commercial contracts on the parent's behalf. Any authority granted must be specific and express.
What qualifications must the Chief Representative have?
There are no formal qualification requirements. The parent appoints whoever they choose. The main restriction: the Chief Representative cannot simultaneously hold a leadership role at another foreign company's branch or RO in Vietnam, or act as legal representative of a Vietnamese-registered business.
The Chief Representative can be Vietnamese or foreign. If foreign, they need a work permit before taking up the role.
Is the RO subject to tax in Vietnam?
No corporate income tax, and generally no VAT — because the RO doesn't generate revenue. If the RO has employees, it must withhold personal income tax and contribute to social and health insurance for Vietnamese staff. An RO with no employees has no ongoing tax filing obligations.
Can an RO hire foreign employees?
Yes. The RO can hire both Vietnamese and foreign nationals. Foreign employees need a valid work permit before starting. The RO applies on their behalf. Forra's Global Mobility team handles work permits as part of the broader service.
What happens if the parent company's registration expires?
The RO licence is tied to the parent company's legal existence. If the parent's registration expires or is revoked, the RO licence becomes invalid. Keep your home-country registration current — Forra tracks both timelines.
Can the RO be converted into a company later?
Not directly — there's no conversion process. You register a new company separately. The RO and the company can run concurrently during the transition, then you close the RO when ready. Forra handles both — the new company registration and the RO closure. Learn about company registration →
Which sectors need extra approval before licensing?
Most trade and manufacturing sectors are straightforward — DOIT issues the licence within 7 working days. Regulated sectors — banking, insurance, legal services, healthcare, education, and certain IT activities — require ministerial review, which can extend the timeline to up to 3 months. Forra identifies this at the very start.
Get your RO open in 4–6 weeks.
Book a free call. We'll confirm eligibility, explain exactly what documents you need, and give you a fixed-fee quote — no commitment required.