Can business functions of an enterprise be performed by its representative office in Vietnam?

Can business functions of an enterprise be performed by its representative office in Vietnam?

I would like to ask, according to current regulations, can a representative office perform the business functions of an enterprise?

Reply:

Pursuant to Clause 2, Article 44 of the Law on Enterprises 2020, regulations on representative offices are as follows:

2. A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business.

Thus, according to the above regulations in Vietnam, representative offices are not allowed to perform business functions of the enterprise in Vietnam.

Can business functions of an enterprise be performed by its representative office in Vietnam? (Image from the Internet)

What are guidelines for naming branches, representative offices, and business locations in Vietnam?

I would like to ask, according to current regulations, when a business opens more branches, representative offices, and business locations, what content must be followed to name it correctly?

Reply:

Pursuant to the provisions of Article 20 of Decree 01/2021/ND-CP and Article 40 of the Enterprise Law 2020 , when naming branches, representative offices, and business locations, the following requirements must be met:

1. The name of a branch, representative office or business location shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.

2. The name of a branch, representative office or business location shall consist the enterprise’s name and the phrase “Chi nhánh”, “Văn phòng đại diện” or “Địa điểm kinh doanh” respectively.

3. The name of a branch, representative office or business location shall be displayed at the branch, representative office or business location. The name of an enterprise’s branch or representative office be smaller than the Vietnamese name of the enterprise on the transaction documents, records and printed materials issued by the branch or representative office.

- Apart from the Vietnamese name, the enterprise’s branch, representative office or business location may register a name in foreign language and an abbreviated name. The foreign language name is the name translated from the Vietnamese name into one of the Latin-based languages. The abbreviated name may be abbreviation of either Vietnamese name or foreign language name.

- The phrase “công ty” or “doanh nghiệp” must not be used as part of the proper name of the enterprise’s branch, representative office or business location.

- When a wholly state-owned enterprise is converted into a financially dependent unit after restructuring, its existing name before restructuring may be retained.

Does the company's representative office conduct business activities in Vietnam? 

The company has headquarters in Hanoi, representative offices in Bac Giang and Bac Ninh. So let me ask, does the company's representative office conduct business activities in Vietnam? 

Reply:

Article 44 of the Law on Enterprises 2020 regulates names of branches, representative offices and business locations as follows:

1. The name of a branch, representative office or business location shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.

2. The name of a branch, representative office or business location shall consist the enterprise’s name and the phrase “Chi nhánh”, “Văn phòng đại diện” or “Địa điểm kinh doanh” respectively.

3. The name of a branch, representative office or business location shall be displayed at the branch, representative office or business location. The name of an enterprise’s branch or representative office be smaller than the Vietnamese name of the enterprise on the transaction documents, records and printed materials issued by the branch or representative office.

According to this Article, the representative office does not conduct business activities, only the company's branches conduct profitable business activities in Vietnam.

Best regards!