In the context of enterprises expanding their business operations across provinces, cities, or even internationally, establishing representative offices has become a common choice to promote brand visibility, reach customers, and foster cooperation. However, in order to ensure lawful operation, obtaining operational licenses for representative offices is a mandatory requirement under Vietnamese law. NPLaw provides an overview of the current legal framework governing the operational license for representative offices through the following article.

I. Introduction to operational licenses for representative offices in the current context

1. Definition 

Clause 15, Article 4 of the Law on Enterprise 2020 stipulates that “An Enterprise Registration Certificate is a written or electronic document recording enterprise registration information issued by the business registration authority to an enterprise”.

According to Clause 2, Article 44 of the Law on Enterprise 2020, “A representative office is a dependent unit of an enterprise, authorized to act on behalf of the enterprise’s interests and to protect such interests. A representative office does not execute the business functions of the enterprise”.

Accordingly, an Operational License for a representative office is a legal document issued by the business registration authority, permitting the dependent unit to represent the enterprise’s interests by authorization and to operate lawfully in Vietnam in accordance with the applicable regulations.

2. Why obtaining operational licenses for representative offices is necessary

Clause 2, Article 45 of the Law on Enterprise 2020 provides that the enterprise shall submit a registration dossier for operation of the branch or representative office to the business registration authority of the locality where the branch or representative office is located. 

Accordingly, when establishing a representative office within Vietnam, an enterprise is required to carry out the procedure of the representative office’s operation with the competent business registration authority.

Therefore, applying for operational licenses for representative offices is a statutory requirement to ensure that their activities are duly recognized and protected within the legal framework.

II. Legal provisions related to operational licenses for representative offices

1. Main legal requirements governing operational licenses for representative offices

When applying for and maintaining operational licenses for representative offices, enterprises must comply with the following requirements:

  • Register the operation of the representative office with the competent business registration authority (Clause 2, Article 45 of the Law on Enterprise 2020; Article 30 of Decree No. 168/2025/NĐ-CP).
  • Functions and powers of representative offices as prescribed by law (Article 44 of the Law on Enterprise 2020).
  • Fulfill obligations upon any changes in the contents of the Certificate of Registration of Representative Office (if any) (Clause 4, Article 45 of the Law on Enterprise 2020; Article 56 of Decree No. 168/2025/NĐ-CP).

Compliance with these provisions ensures the legality of representative office operations and minimizes potential legal risks.

2. Conditions for issuance of operational licenses for representative offices

To be granted operational licenses for representative offices in Vietnam, enterprises must satisfy the following conditions:

  • Legal entity: Enterprises are entitled to establish branches or representative offices domestically and abroad. They may set up one or more branches or representative offices in a given locality in accordance with administrative boundaries.
  • Application dossier: Prepare a complete application dossier for registration of representative office operations pursuant to Clause 2, Article 45 of the Law on Enterprise 2020 and Clause 1, Article 30 of Decree No. 168/2025/NĐ-CP.
  • Procedures: Properly comply with the procedures and sequence for registration of the representative office’s operation as prescribed in Clauses 3 and 4, Article 30 of Decree No. 168/2025/NĐ-CP.

3. Sanctions for violations related to operational licenses for representative offices

Violations regarding operational licenses for representative offices are subject to various sanctions, depending on the type of violation, such as: 

  • Violation of the deadline for registration of changes to the contents of the Certificate of Registration of Representative Office within the statutory deadline: Subject to fines of up to 30,000,000 VND under Article 44 of Decree No. 122/2021/NĐ-CP.
  • Failure to notify the competent authority upon termination of operation or relocation of the representative office: Subject to fines ranging from 20,000,000 VND to 30,000,000 VND pursuant to Clause 1, Article 54 of Decree No. 122/2021/NĐ-CP.
  • Violations relating to the establishment and operation of representative offices of foreign traders in Vietnam (including licensing requirements): Subject to administrative sanctions under Article 67 of Decree No. 98/2020/NĐ-CP, with fines of up to 50,000,000 VND. 

III. Questions on operational licenses for representative offices

1. What is the validity period of operational licenses for representative offices?

There is currently no statutory validity period of operational licenses for representative offices. Such representative offices may terminate operations upon the enterprise’s decision or by revocation of the Certificate of Registration of Representative Office by the competent authority (Clause 1, Article 213 of the Law on Enterprise 2020, as amended and supplemented in 2025).

For representative offices of foreign trade promotion organizations, the Establishment License for a representative office is valid for a term prescribed under Clause 5, Article 26 of Decree No. 28/2018/NĐ-CP: The license for establishing a representative office shall have a validity period of five (05) years but shall not exceed the remaining validity of the establishment license or an equivalent document of the foreign trade promotion organization, if the laws of the country of establishment impose such a validity period.

2. Under what circumstances can operational licenses for representative offices be revoked?

Pursuant to Clause 1, Article 71 of Decree No. 168/2025/NĐ-CP, the Representative Offices Operation Registration Certificate of an enterprise may be their operational licenses revoked in cases such as:

  • Forged information in the registration dossier or in documents relating to changes in registration contents.
  • Suspension of operations for more than 12 months without notifying the provincial-level business registration authority and the tax authority.
  • According to a Court decision.
  • At the request of competent state authorities in accordance with the provisions of law.

For foreign trade promotion organizations in Vietnam, revocation occurs under Clause 2, Article 33 of Decree No. 28/2018/NĐ-CP (as amended by Clause 5, Article 1 of Decree No. 14/2024/NĐ-CP), in circumstances including:

  • The representative office fails to officially commence operations within six (06) months from the date of issuance of the Establishment License;
  • Suspension of operations for six (06) consecutive months without notifying the authority issuing the Establishment License;
  • Failure to operate in accordance with the statutory functions in accordance with Vietnamese laws and the relevant international treaties to which Vietnam is a member;
  • Existence of evidence proving that the Representative Office has engaged in, participated in, or financed activities detrimental to national security, national defense, social order and safety, or contrary to the historical traditions, culture, ethics, and fine customs of Vietnam;
  • The licensing authority receives an official notice from competent authorities regarding violations of Vietnamese labor laws by the foreign trade promotion organization and its Representative Office to the extent that criminal liability must be pursued;
  • The licensing authority receives an official notice from competent authorities that the foreign trade promotion organization is included in the list of entities subject to sanctions under the Resolutions of the United Nations Security Council.

3. What are the differences between the operational license for the representative office and the enterprise registration certificate for the company?

The operational license for the representative office is a document issued to a dependent unit of the enterprise, authorizing it to represent and safeguard the enterprise’s interests. Representative offices are not permitted to engage in business activities.

Conversely, the enterprise registration certificate is issued upon the establishment of the company, serving as the legal basis for the company to conduct its business operations because it is a legal entity with independent rights and obligations.

4. What risks may arise if representative offices operate without operational licenses?

Operating without the valid operational license exposes the foreign trader’s representative office in Vietnam to severe legal risks. Accordingly, such operations may be deemed unlawful, leading to administrative sanctions. Economically, the enterprise risks losing business opportunities, damaging its reputation, and undermining its future commercial prospects.

Thus, securing the operational license is essential to ensure safe and lawful operations in Vietnam.

5. Can an operational license for a representative office be transferred to another organization?

An operation license for a representative office is granted specifically to the enterprise’s representative office under the legal regulations. Any transfer or assignment of such license to another organization or individual is strictly prohibited and subject to sanctions. Accordingly, the license is non-transferable as defined by Law.

IV. Should it seek legal counsel for assistance with operational licenses of representative offices?

The foregoing article by NPLaw outlines the legal framework for representative office operational licenses in Vietnam. With a team of professional lawyers and legal experts, NPLaw offers reliable and professional legal services, ensuring the best protection of our clients’ lawful rights and interests. Should you require legal assistance, please contact NPLaw for tailored consultation and support.