Reference situation:

A company is based in Hanoi, specializing in media and marketing sector. In 2016, the company opened a representative office in Ho Chi Minh city. The company would like to open the second new representative office in this city. The company would like to consult lawyers about legal conditions and procedures that the company should note to do so.

Legal grounds:

1. Law on Enterprise 2014;
2. Decree No. 78/2015/NĐ-CP;
3. Circular No. 02/2019/TT-BKHĐT.

Our legal advice:

Clause 2 Article 45 of Law on Enterprise 2014 provides that “A representative shall be a dependent unit of an enterprise, having the task of acting as the authorized representative in the interests of the enterprise and protecting such interests“. Under this regulation, the company should note that its representative office is a dependent unit and does not do business or make profits.

Clause 1 Article 46 of Law on Enterprise 2014 provides that “An enterprise has the right to establish branches and representative offices in Vietnam and overseas. An enterprise may locate one or more branches or representative offices within [the same] one locality [defined] on the basis of its administrative boundaries.”. Accordingly, the current law of Vietnam does not restrict the number of representative offices within a province/city. Therefore, the company can open the second representative office in Ho Chi Minh city.

The company needs to apply for the registration of the representative office and should note about the following problems:

• Naming the representative office:

  The name of the office must be written using the letters in the Vietnamese alphabet, letters F, J, Z, W, and numerals and symbols.

  The name of the office must include the name of the company together with the word “representative office”.

  In addition to its Vietnamese name, the name of the office can be written in foreign language and abbreviation.

  The name of the office must not include the words “company” or “enterprise”.

• Time for handling: 03 working days from the date on which the licensing authority receives enough valid documents.

Click here to refer to the procedures for opening a representative office