A Vietnam representative office licence is issued for five years and is the document that legitimises a foreign trader’s presence in the country. Understanding what the licence permits, how it is renewed, when it must be amended and how it is surrendered matters more than the initial filing, because most enforcement action concerns the licence lifecycle rather than the application.
This guide explains the Vietnam representative office licence from grant to closure, drawing on Decree 07/2016/ND-CP and the 2026 procedural updates issued by the Ministry of Industry and Trade.
What the Vietnam Representative Office Licence Permits
The licence authorises liaison, market research, promotion of the foreign trader’s business, and supervision of contracts performed in Vietnam. It permits the office to lease premises, employ Vietnamese and foreign staff, open bank accounts and import equipment for its own use.
It does not authorise the office to sell, invoice, collect payment or otherwise generate profit. The distinction is enforced in practice: tax authorities examine bank statements and inbound remittances, and revenue flowing through an office account is treated as a permanent establishment risk for the foreign trader.
Validity and Renewal of a Vietnam Representative Office Licence
The licence runs for five years but cannot exceed the remaining validity of the foreign trader’s own certificate of business registration. Where the home certificate has three years left, the Vietnamese licence is capped at three years.
Renewal is filed with the same licensing authority before expiry, together with an updated business registration certificate and current financial statements. A licence allowed to lapse cannot be renewed; the trader must apply afresh, which resets the office and interrupts work permits for expatriate staff.
When a Vietnam Representative Office Licence Must Be Amended
An amendment is required where the foreign trader changes its name or address, where the office changes its name, address or chief representative, or where the scope of operation changes. The filing window is short, commonly measured in working days from the underlying change, and late filings attract administrative fines.
Moving the office to a different province is not an amendment. It requires surrender of the existing licence and a new application to the authority of the destination province, because licensing competence follows the address.
Annual Reporting Obligations
Every Vietnam representative office must submit an annual operating report to its licensing authority before 30 January each year, covering activities carried out in the preceding year. The authority may also request ad hoc reports, documents or explanations.
Alongside the operating report, the office files personal income tax finalisation for its employees and maintains compulsory social, health and unemployment insurance. Failure to submit the annual report for two consecutive years is an express ground for revocation.
Chief Representative Rules
Each Vietnam representative office must have one chief representative who resides in Vietnam. When the chief representative leaves the country, a written authorisation must be given to another person to exercise the role; leaving the office unattended is a breach.
The chief representative may not concurrently act as chief representative of another foreign trader, as head of a branch of the same trader, or as the legal representative of a Vietnamese enterprise of that trader, save within the limits set by Decree 07/2016/ND-CP. Where a group operates both an office and a subsidiary, the roles should be held by different individuals.
Closing a Vietnam Representative Office
Closure is filed where the licence expires without renewal, where the foreign trader decides to terminate, where the trader itself ceases to exist, or where the licence is revoked. The dossier includes the closure notice, the original licence, evidence of settled tax and insurance obligations, and confirmation that employee entitlements have been paid.
In practice tax closure drives the timetable. We recommend beginning the tax clearance three to six months before the intended closure date, and running incorporation of any successor entity in parallel so the group keeps an uninterrupted presence. Our guides on representative office in Vietnam and company incorporation in Vietnam set out the alternatives.
Frequently Asked Questions
How long is a Vietnam representative office licence valid?
Five years, capped at the remaining validity of the foreign trader’s registration certificate, and renewable on application filed before expiry.
Can the licence be transferred to another company?
No. The licence is personal to the foreign trader. A group reorganisation that changes the trader requires closure and a fresh application.
Does the office need to file corporate tax returns?
It does not pay corporate income tax on trading profit because it earns none, but it must maintain a tax code and file personal income tax for its staff.
What penalties apply for late annual reports?
Administrative fines apply, and persistent failure is an express ground for revocation of the licence.
Get Licence Support
IVLF Advisors manages the full lifecycle of a Vietnam representative office licence: initial grant, amendments, renewals, annual reporting, chief representative changes and orderly closure with tax clearance. See also our foreign investment guide and the official procedures of the Ministry of Industry and Trade. Contact our team to review your current licence position.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
