VietnamRepresentative office: permitted vs restricted
In plain termsA Vietnam representative office (RO) under Decree 07/2016 is a liaison post of the foreign parent. It may research, promote, and supervise the parent’s contracts. It may not become a quiet company. Read the activity list before you hire a “sales RO.”
Start here — three checks
- Write what the office will do in week one: meetings, research, contracting, invoicing
- If any item is selling, issuing invoices, or taking payment in Vietnam, stop. That is company territory.
- Put the permitted list on the chief’s desk. Staff drift is how RO licences die.
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| Market research, liaison, promotion of the parent | Keep contracts, invoices, and warehousing off the RO books. | A research office starts “helping with a PO” and becomes a sales desk. |
| Local staff want to quote prices and close deals | Move closing to the parent or a licensed company. The RO can introduce, not conclude sale. | Quotes on RO letterhead are treated as commercial activity. |
| Warehouse or consignment stock in Vietnam | Treat stock as a distribution/company problem, not an RO accessory. | Goods plus an RO is a trading structure you did not licence. |
| Service delivery by RO employees to Vietnam clients | Services for a fee are revenue. Convert to a company or stop delivery. | You ran a consultancy under an RO licence. |
| Parent already has a company and an RO | Split functions in writing. The company sells; the RO does not. | Invoices and liaison mix across two vehicles. |
Common wrong movesWhere people lose time on this exact question.
- Using “representative” in the English name as if it legalised sales.
- Letting the chief of RO sign customer contracts “for convenience.”
- Hiring a sales team into the RO because company setup felt slow.
If this fails, do this nextRecovery order — not a generic legal memo.
- Stop in-scope commercial acts this week. Keep liaison that still fits Decree 07.
- If sales are the real model, open the RO-vs-company door and plan a company. Do not patch with more RO staff.
- If an inspection is already likely, inventory every contract and invoice that used RO paper.
Can an RO sign contracts?The next decision after activity scope.Revenue-prohibited riskWhat happens if the office already invoiced.RO and dissolution hubScope, structure choice, and exit.
Common questions
What can a representative office do in Vietnam?
Liaison, market research, and promotion for the foreign parent, plus supervising the parent’s contracts. It is not a vehicle for selling, invoicing, or holding trading stock.
What is a representative office not allowed to do?
Generate revenue in Vietnam, run a shop, or act as the seller on a commercial contract. Those acts belong to a company with the right licences.
Can RO staff still meet customers?
Yes, as liaison. The line is closing the deal, issuing the invoice, or delivering a paid service in the RO’s own name.