VietnamRO revenue: the prohibition that revokes licences
In plain termsA representative office (RO) must not generate revenue in Vietnam. Decree 07/2016 is blunt. Invoices, cash, marketplace payouts, or “reimbursements” that are really fees are how liaison offices become revocation cases.
Start here — three checks
- Search bank statements and invoices for any inflow that is not parent funding of RO costs
- If you find customer money, stop that channel this week. Do not relabel it as “marketing support.”
- Decide: convert to a company, or unwind the commercial acts before an inspector does
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| RO issued VAT invoices or equivalent | Treat this as a structure breach, not a bookkeeping style. Inventory every invoice. | Tax files prove the activity the licence forbids. |
| Parent “commissions” paid onto the RO account | Ask whether the RO performed the earning work in Vietnam. If yes, it is local revenue in disguise. | A cost-plus story fails when staff KPIs were sales. |
| Staff collected cash or QR payments from visitors | Shut the till. That is a shop. | A showroom was an unlicensed retail outlet inside an RO. |
| Services delivered by RO employees, billed by the parent abroad | Substance in Vietnam still matters. Billing location does not always save the RO. | You ran a Vietnam practice with an offshore invoice printer. |
| No revenue yet, but CRM is full of signed local orders | Those orders are the next inspection exhibit. Move them to a company now. | The prohibition is breached on activity, not only on cash-in. |
Scenario triage
| Scenario | Looks safe | Real risk |
|---|---|---|
| Showroom with a price list and a QR code “for convenience” | The parent will invoice from Singapore later. | Taking payment on site is RO revenue behaviour, whatever the later invoice says. |
| RO staff seconded into a customer project | They are only supporting the parent’s contract. | If the RO is the practical supplier, you built a services company without the vehicle. |
| Marketplace seller account in the RO’s tax code | Small GMV, test listings. | The platform file is a public revenue record in the RO’s name. |
Common wrong movesWhere people lose time on this exact question.
- Calling customer receipts “recharges” without a cost-only trail from the parent.
- Opening an RO because company licensing felt heavy, then selling anyway.
- Waiting for a warning letter before stopping invoicing.
If this fails, do this nextRecovery order — not a generic legal memo.
- Freeze inflows that are not parent funding of listed RO costs.
- Map every commercial act to a company conversion or a clean unwind.
- If licence risk is already live, read revocation triggers and start an orderly closure sequence rather than a messy raid.
Published gapWhat we do not invent on this page.
Decree 07 forbids revenue-generating activity. We do not publish a provincial fine table for every invoice found. The decision is stop, convert, or close — not guess a number.
Common questions
Can a representative office generate revenue in Vietnam?
No. An RO is not a trading or services company. Customer invoices, tills, and fee-like “reimbursements” are the prohibition in practice.
What if the parent invoices from abroad for work done by RO staff?
Do not assume that saves the structure. If the Vietnam office is delivering paid work, you are in company territory. Get a company or stop the delivery.
Is this a tax problem or a licensing problem?
Both. Tax records often prove the licensing breach. Fix the vehicle; do not hire a bookkeeper to hide the activity.