VietnamRO vs company when you actually want sales
In plain termsIf the Vietnam plan is to sell, invoice, or stock goods, a representative office (RO) is the wrong vehicle. A company (with IRC/ERC and the right trading or service lines) is the sales structure. Choose before you spend a year on the cheaper-looking licence.
Start here — three checks
- State the 12-month revenue plan in one sentence. If it is not “zero Vietnam revenue,” pick a company.
- If you only need liaison this year and sales next year, still map the conversion date. Do not “see how the RO goes.”
- Price both setups against a revocation-and-rebuild, not against this quarter’s legal fee
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| Local customers will pay a Vietnam entity | Company. RO cannot be that entity. | You will either invoice illegally or invoice offshore with Vietnam substance risk. |
| You need employees who close deals | Those jobs belong in a company. RO job descriptions cannot carry sales KPIs. | Labour contracts become Exhibit A in a scope case. |
| You need import-export or distribution rights | That is a company-plus-licensing stack, not an RO with a warehouse. | Goods and liaison collide. |
| True liaison only: research, parent promotion, no close | RO can still be right. Write the prohibited list into the staff handbook. | A valid RO model decays into sales by habit. |
| Already running an RO that sells | Convert. Do not add a company beside an RO and keep both selling. | Two vehicles, one commercial mess. |
Common wrong movesWhere people lose time on this exact question.
- Opening an RO as a “phase 1 company.”
- Telling sales hires the RO is temporary so the KPIs are fine.
- Comparing only setup fees, not the cost of unwinding a bad vehicle.
If this fails, do this nextRecovery order — not a generic legal memo.
- If sales are real, freeze RO commercial acts and start company licensing.
- If liaison is real, strip sales language from contracts and CRM.
- If both were always needed, run a company and, only if still justified, a tightly scoped RO.
Permitted vs restrictedThe activity test behind this structure choice.Foreign-investor licencesCompany licensing if sales is the model.Vietnam legal decisionsSetup doors besides RO.
Common questions
Should I open a representative office or a company to sell in Vietnam?
A company. An RO cannot take Vietnam sales as its business. Use an RO only for liaison and research for the parent.
Can I start with an RO and convert later?
You can sequence setups, but the RO must stay non-revenue until the company exists. Conversion is a new licensing path, not a sticker on the RO licence.
Is an RO cheaper for testing the market?
It is cheaper only if you truly will not sell. Testing the market by selling is a company test.