What an RO can and cannot do
Permitted activities
- Market research and information gathering
- Promoting the parent company's business and products/services
- Acting as a liaison between the foreign parent and Vietnamese partners, customers and authorities
- Monitoring and supervising performance of contracts signed by the parent (but not signing commercial contracts itself)
Prohibited activities
- Sign commercial contracts in its own name
- Issue VAT invoices or conduct direct sales
- Earn revenue in Vietnam — an RO is not a profit center
In practice, an RO functions as the local "face" of the foreign company, not a separate trading entity.
Testing the market first?
An RO is often the right low-cost first step — we'll confirm eligibility and scope before you file.
Talk to us →Eligibility requirements
To establish an RO, the foreign company must generally:
Treaty membership
Be legally established in a country that is party to an international treaty to which Vietnam belongs — in practice, most jurisdictions qualify.
Operating history
Have been in operation for at least 1 year since incorporation or registration.
Valid registration
Hold a valid business registration certificate with at least 1 year remaining on its term, if the certificate specifies one.
Local presence
Appoint a Chief Representative (foreign or Vietnamese) and secure a local office address in Vietnam.
The RO's scope of activities must comply with Vietnam's international treaty commitments; if outside those commitments, ministerial approval may be needed.
High-level setup process
Prepare documents
Parent company's certificate of incorporation, latest audited financial statements or tax-compliance confirmation, decision to establish the RO, appointment letter and passport for the Chief Representative, and an office lease or MOU — appropriately legalised and translated into Vietnamese.
Submit the application
To the provincial Business Registration Authority / Department of Planning and Investment where the RO will be located.
Receive the RO Operation Registration Certificate
Often issued within approximately 3 working days for review, though the end-to-end process can take longer depending on document preparation.
Post-licensing steps
Engrave and register the RO seal, register a tax code, open a bank account for operational expenses, and publicly announce the RO's establishment.
Costs and duration
License term: ROs are typically licensed for up to 5 years and may be renewed.
Setup costs: mainly government fees, translation and legalisation, seal-related costs, and office rent — generally lower than a WFOE since there's no charter capital requirement.
Ongoing compliance: annual reporting, tax filings even with no revenue, maintaining a valid office lease, and maintaining a valid Chief Representative appointment.
When to use a representative office
An RO makes sense if you want a low-cost, low-risk presence to test the market, primarily need to research, promote and coordinate rather than sell directly, and plan to later upgrade to a WFOE or JV once you're ready to sign contracts and generate revenue.
Representative office vs. full company
| Consideration | Representative office | Full company / WFOE |
|---|---|---|
| Legal status | Dependent unit of a foreign company | Separate Vietnamese legal entity |
| Commercial activities | Limited, non-commercial activities | Can conduct business and generate revenue |
| Sign sales contracts | No, in its own name | Yes, subject to applicable licensing |
| Issue VAT invoices | No | Yes, subject to applicable tax rules |
| Generate revenue | No | Yes |
| Charter capital | No charter capital requirement | Capital required for the investment project |
| Typical purpose | Market research, promotion, liaison | Full commercial operations |
| Cost / commitment | Lower | Higher |
An RO is therefore best viewed as a representative and market-development vehicle, rather than a substitute for a fully operational Vietnamese company. If the goal is to sign contracts, invoice customers, generate revenue, hire employees for commercial operations, or conduct regular business activities, a foreign-invested company — WFOE, LLC, JSC or JV — will generally be more appropriate.