Legal Insights · 15.06.2018

Rep Office, Branch or Company in Vietnam: Which One

Choosing between a representative office or branch in Vietnam, a subsidiary or a joint venture is the first decision a foreign company makes here. It is also the hardest one to undo. A representative office or branch in Vietnam, a subsidiary or a joint venture Two of them sit und…

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By Lawyer Luu Thi Hue – UniLaw LLC

Choosing between a representative office or branch in Vietnam, a subsidiary or a joint venture is the first decision a foreign company makes here. It is also the hardest one to undo.

A representative office or branch in Vietnam, a subsidiary or a joint venture

Two of them sit under the Commercial Law and Decree 07/2016/ND-CP. The other two sit under the Investment Law and the Enterprise Law. That split explains most of the differences.

Representative office

Article 30 of the decree confines it to liaison, market research and promotion for the parent. It may not trade in its own name.

Article 7 asks for one year of operating history, and Article 9 gives a licence of five years. The provincial Department of Industry and Trade issues it, or the zone management board where the office sits inside a zone.

Branch

A branch may actually supply services, under Article 31. So it is the trading cousin of the representative office.

The price of that is a higher bar. Article 8 requires five years of operating history rather than one, and the activity must match both Vietnam’s market-opening commitments and the trader’s own business lines. Moreover, Article 6 sends the application to the Ministry of Industry and Trade, not to a province.

Subsidiary

This vehicle is a Vietnamese company that the foreign investor owns. Article 19 of the Investment Law 2025 governs its formation, and Article 26(1) requires an investment registration certificate first.

Unlike the two vehicles above, a subsidiary is a separate legal person. It contracts, invoices and carries its own liability.

Joint venture

A joint venture is the same company, shared with a Vietnamese partner. The structure becomes necessary where Article 8 caps foreign ownership in the sector.

Where no cap applies, a partner is a commercial choice rather than a legal one.

Choosing between a representative office or branch in Vietnam

Three questions settle the choice of a representative office or branch in Vietnam, and the first is decisive.

Will you invoice from Vietnam? If yes, a representative office is out. Payments for a parent-to-customer contract should not even pass through its account, because that pattern reads as trading.

How long has the parent existed? One year opens a representative office. Five years opens a branch. A young company therefore has fewer options than it expects.

Does the sector restrict foreign entry? Check Vietnam’s commitments before anything else. A branch must fit those commitments and the parent’s own registered activities, which is a double test the other vehicles do not face.

Why a representative office or branch in Vietnam still binds the parent

Article 4 of the decree states it plainly: the foreign trader answers before Vietnamese law for the entire activity of its representative office or branch.

Courts apply that literally. In Judgment No. 04/2021/LD-PT the Superior People’s Court in Ho Chi Minh City heard an employment claim brought over a Singapore company’s Vietnamese office. The parent was the defendant; the office appeared only as a party with related rights. Consequently the parent paid.

So neither the representative office nor the branch ring-fences anything. Only a subsidiary or a joint venture company does that, because only they are separate legal persons.

What a representative office or branch in Vietnam costs you in flexibility

Consider the exit as well as the entry.

A representative office licence lapses after five years unless renewed, and Article 14(2) bars a trader whose licence was revoked from applying again for two years. Branches face the same bar.

A company, by contrast, continues until the owners wind it up. That permanence cuts both ways: dissolution takes longer and costs more than letting an office licence expire.

There is also a fifth route worth knowing. Under Article 22 of the Investment Law a foreign investor may sign a business cooperation contract and set up an operating office under Article 37. That office, unlike a representative office, may sign contracts and trade within the scope of the cooperation.

A practical sequence

Most entries follow the same path, whether they end in a representative office or branch in Vietnam or in a company. That path is worth planning in advance.

First, check the sector against Vietnam’s commitments. Second, decide whether revenue will be booked in Vietnam. Third, pick the lightest vehicle that answers both, because upgrading later costs less than unwinding a structure you did not need.

Finally, watch one restriction if conversion is the plan. Article 33(6) of the decree bars the chief representative from also serving as legal representative of a Vietnamese company. Groups that intend to convert an office into a subsidiary should not assume the same person can run both.

Legal basis

Decree No. 07/2016/ND-CP of 25 January 2016 — Article 4 the trader’s liability, Article 5 and Article 6 the licensing authorities, Article 7 and Article 8 the conditions for an office and a branch, Article 9 the five-year term, Article 14 refusal and the two-year bar, Articles 30 and 31 what each may do, Article 33 the chief representative.
Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 8 market access, Article 19 forming a company, Article 22 the business cooperation contract, Articles 26 and 27 the investment registration certificate, Article 37 the operating office.
Enterprise Law, Law No. 59/2020/QH14, as amended in 2025 — the company forms a subsidiary or joint venture will take.

Decided cases are published on case.unilaw.vn. Entry planning sits with our Vietnam investment lawyers and company work with our Vietnam corporate lawyers. See also our notes on the Vietnam representative office, the joint venture company in Vietnam and the limited liability company in Vietnam.

For the full picture of property work in this jurisdiction, see our guide for a real estate lawyer in Vietnam, and the rules that apply to foreigners buying property in Vietnam.