Can a representative office sign contracts in Vietnam?

In plain termsAn RO (representative office) is not a separate seller. Decree 07/2016 does not give it a general power to bind commercial deals in its own name. The chief of RO may sign office-running contracts (lease, utilities, employment) and, with a clear parent power of attorney, limited acts for the parent. Customer sales on RO paper are the usual failure.

Start here — three checks

Split two piles: office-admin contracts vs customer/revenue contracts
If the document creates a sale, service fee, or distribution duty, take it off RO letterhead
If the parent must sign, use a dated power of attorney that names the act — not a standing “chief can sign everything. ”

Decision map

Signal	Lock now	If skipped
Office lease, cleaning, internet, local employment of RO staff	These are typical RO-admin contracts. Keep them in the RO’s operating file.	The office cannot function, or the chief signs nothing and everything is informal.
Sales, distribution, or paid services to a Vietnam customer	Parent or a licensed company is the party. RO is not the seller.	You created revenue activity under an RO licence.
Parent POA (power of attorney) for a named negotiation	Limit the POA to that act and keep the contract in the parent’s name.	A vague POA is used as a general trading mandate.
Employment contracts for people who will sell	Job descriptions must stay inside liaison. Sales KPIs belong in a company.	Labour contracts prove the restricted activity.
Bank wants the chief to sign a commercial guarantee	Ask whether that instrument is RO-admin or a business obligation. Most guarantees are the latter.	The RO becomes a credit party it is not licensed to be.

Common wrong movesWhere people lose time on this exact question.

Putting the RO chop on customer contracts because the parent is “far.”
Using one perpetual POA as a substitute company.
Hiring “business development” with closing authority inside the RO.

If this fails, do this nextRecovery order — not a generic legal memo.

List every live contract with an RO signature. Tag admin vs commercial.
Novate commercial contracts to the parent or a company. Stop new RO sales signatures.
If revenue already hit an RO account, open the revenue-prohibited risk page the same day.

Permitted vs restrictedActivity scope before any signature.RO vs company for salesIf signing sales is the actual business model.RO and dissolution hubStructure choice and exit if the RO was the wrong vehicle.

Common questions

Can a representative office sign contracts in Vietnam?

Admin contracts to run the office, yes. Customer sales and paid-service contracts, not as the RO’s own commercial deals. If the parent must be bound, use a specific power of attorney and the parent’s name.

Can the chief of RO sign a sales contract with a local buyer?

Not as a routine RO power. That act is the core of the revenue prohibition. Move the contract to a company or to the parent with a real mandate.

What about the office lease?

A lease for the RO premises is ordinary operating paperwork. Do not treat that as proof that all contracts are allowed.