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Many individuals and organizations still do not fully understand the principles and procedures for setting up a representative office. The following article of MISA eSign will provide detailed information about What is a representative office? and instructions for setting up a representative office…

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1. What is a representative office?

According to the Enterprise Law 2014, the definition of a representative office is as follows:

Representative office (representative office) is a dependent unit of the enterprise, has the task of representing by authorization for the interests of the enterprise and protecting those interests.

Accordingly, representative offices are not allowed to carry out activities that generate revenue and profits but can only maintain other activities.

  • There are 2 types of representative offices:

(i) Representative office for Vietnamese enterprises

The organizational structure and activities of this office must comply with the provisions of the law. It is not allowed to directly do business or sign contracts unless authorized by the enterprise.

One or more representative offices may be opened in the same locality within the administrative boundaries.

(ii) Representative office for foreign traders in Vietnam

Representative office of a foreign company in Vietnam is a dependent unit of a foreign company, established in accordance with Vietnamese law to study the market and carry out a number of trade promotion activities. permitted by Vietnamese law.

The following article of MISA eSign mainly analyzes detailed information about representative offices of domestic enterprises.

2. How to name a representative office

Names of branches and representative offices are prescribed to be written in letters of the Vietnamese alphabet, adding characters F, J, Z, W, numbers and other symbols.

Name of VPDD = “Representative office”+ Business name

When naming a representative office, the business name must be accompanied by the phrase “representative office”. Similar to the naming of branches, the company must include the phrase “Branch”.

For example:

Representative office of MISA JSC

Representative office of MISA Joint Stock Company in Hanoi

Branch of Deloitte Vietnam Co., Ltd

>> Read more about naming a company here.

Representative’s name must be present at the head office of the representative office. In transaction documents, records and publications issued by the enterprise, the word representative office is written in a smaller font size than the name of the enterprise (in Vietnamese).

3. Functions of representative offices

The basic function of a representative office is to be an intermediary that is responsible for communicating and dealing with customers and partners. When necessary, it can conduct research and provide information to support businesses entering new markets. detect and review risks adversely affecting the company, competition from rival companies… Specifically:

  • Developing according to the direction of business lines that have been registered and licensed in accordance with the law;
  • Make all kinds of administrative reports to local authorities or periodic financial reports to the headquarters of the corporation, report on business results and give annual development strategies;
  • Accounting at the Representative Office according to the principle of dependent accounting;
  • Building a management process according to the direction of the Board of Directors;
  • Exploiting potential customers and assigning personnel in combination with the head office, company branches
  • Manage business situation, business products in the area of ​​operation
  • Completing legal documents to serve the activities of the representative office
  • Take care of the material and spiritual life of the workforce at the facility

4. Charter capital of representative office

A representative office is not allowed to register the charter capital of the company when establishing it because it is a dependent unit of the parent company. All activities of the Representative Office are fully paid by the company, even the annual license tax.

5. Organizational structure of representative office

The organizational structure of the representative office is quite simple, with the head being the head of the representative office. The head of the representative office is decided to appoint according to the term of office or can be adjusted when necessary, has the task of administering and is responsible for all activities of the office before the Board of Directors of the company.

The organizational structure will be determined according to the directive from the corporation. Representative offices are signed contracts by the representative of the parent company for the purpose of serving the office itself, such as renting houses, renting equipment, signing personnel contracts for the office.

6. Dossier, order and procedures for setting up a representative office

6.1 Profile of establishment of representative office

An application file for registration of the establishment of a representative office includes:

  • Notice of establishment of a representative office, signed by the legal representative of the enterprise;
  • The decision to establish a representative office of the Board of Directors, signed by the Chairman of the Board of Directors;
  • Minutes of meeting on establishment of Representative Office of the Board of Directors: 01 valid copy
  • Decision on appointment of head of Representative Office: 01 valid copy
  • Valid personal identification papers of the head of the representative office: 01 certified copy

For people with Vietnamese nationality: Identity card or passport;

For people with foreign nationality: Temporary residence registration certificate issued by Vietnamese competent authorities, Work permit and Passport;

  • Table of contents of records;
  • File cover (of thin paperboard or hard nylon);
  • Declaration of information of the applicant;

6.2 Procedures for setting up a representative office

Step 1: Submit application for registration of representative office establishment

Submit the application at the Business Registration Office – Department of Planning and Investment at the provincial or centrally-run city màn chơi. Each representative office unit needs to submit all required documents in the application file to avoid incurring fines for late payment, wrong payment or lack of payment.

Step 2: Get the certificate of establishment of VPĐD

Within 03 days from the date of receiving the complete application, the local Business Registration Office will consider the validity and may issue the Certificate of establishment of the representative office.

7. Distinguish representative office and company branch

Once you understand the concept What is a representative office? then it will be easier to distinguish a representative office and a company branch. Below are the similarities and differences of representative offices and corporate branches.

2

7.1 Similarities between representative office and company branch

  • Company branches and representative offices are both dependent units of the enterprise, operating under the direction and in the name of the enterprise, corporation or organization leader.
  • Similar in naming principle according to the naming principle in the Enterprise Law 2014.
  • Regarding legal status: Both have no legal status, may have their own seal and business license, tax identification number. The branch or representative office must make an establishment registration declaration and send it to the Business Registration Office of the province or city where the branch or representative office is located.
  • About the place of office: Both company branch and representative office are allowed to operate at home / abroad and there can be more than one branch or representative office in the same province or city where the parent company is located. or not.

7.2 Difference between representative office and company

Some basic criteria that make the difference between a company branch and a representative office are: Functions, accounting forms of units, accounting forms and tax declaration procedures, and payable taxes.

Distinguish representative office and company branch
STT Distinguishing Criteria Representative office Branch
first the

Function

Functions include trading and marketing authorized representatives according to businesses for the purpose of promoting products and consulting customers. Functions include both business rights and authorized representation functions.
2 Accounting form Dependent accounting form Optional independent or dependent accounting
3 Accounting form and tax declaration Depends on the parent company from declaring license fees, paying license fees, declaring taxes…
  • With the unit registering the dependent accounting form

If the same province as the parent company: The parent company makes quarterly and annual tax reports, using the parent company’s digital signature to pay license tax.

If the province is different from the parent company: The branch must engrave its own seal, buy its own digital signature to pay the license tax, and perform the quarterly tax reporting obligation. The parent company finalizes tax at the end of the year.

  • With the unit registering the form of independent accounting

Must purchase separate digital signature, do initial tax return, quarterly tax report and year-end tax finalization.

4 Tax obligations to pay Excise 4 types of taxes: License tax, CIT, VAT, PIT

>> Read more articles: Summary of corporate taxes payable in 2021

So, should you set up a representative office or a branch of the company?

This must be based on the purpose of the business.

  • If businesses want to expand their business scale, increase revenue and profit, and reach more customers, they should choose to establish a company branch.
  • If businesses want to promote, display products, take care of customers, etc., they should establish a representative office.

Summary of frequently asked questions about representative offices

1. Is there a limit to the number of representative offices of the company?

According to the 2014 Enterprise Law, the company is not limited to establishing a representative office, can establish one or more representative offices in the country and abroad…

2. Does a representative office have legal status?

Representative offices do not have legal status because they are only dependent units of the company.

3. Does the representative office have a seal?

Depending on the parent company’s decision to make a seal for the Representative Office, the Representative Office may or may not have a seal, nor is it mandatory for the Representative Office to engrave the seal.

However, in Vietnam, the signature accompanying the seal will increase the reliability when dealing with customers. If it is allowed to engrave the seal, the Representative Office shall note the quantity and form of the seal from the parent company’s directive. Representative offices need to notify the seal sample electronically according to the process on the National Business Registration Portal (https://dangky Kinhdoanh.gov.vn) before proceeding to use.

4. Can a representative office sign a contract?

Pursuant to the 2005 Commercial Law, Article 18, Clause 3: “It is not allowed to enter into a contract, amend or supplement a signed contract of a foreign trader, unless the head of the representative office has a legal power of attorney. laws of foreign traders or the cases specified in Clauses 2, 3 and 4, Article 17 of this Law.”

Accordingly, except for the representative office of a foreign company in Vietnam, the representative office of a domestic company may not enter into or sign a contract.

5. Can a representative office issue invoices?

Is not. Representative offices do not have business functions, so they cannot issue red invoices.

As mentioned, the accounting of a representative office depends on the parent company. The parent company is fully responsible for activities that generate financial obligations from the representative office, so the RO does not need to make tax declarations.

In case there is a purchase and sale of products, goods and services and need to pay directly to serve activities at the representative office, an invoice with the name of the representative office can be issued but then the invoice will be transferred to the parent company. to file tax returns

In the same case, but the expenses are paid directly by the parent company, the name of the representative office must not be written on the invoice in the “name, address, tax code of the buyer”.

Thus, the above article of MISA eSign has detailed information about what is a representative office? From there, businesses can be ready to operate right from the start, avoiding unnecessary risks. Thank you readers for accepting the article of MISA eSign!

Customers who need không tính phí consultation on MISA eSign digital signature, please contact hotline 090 488 5833 or register here:


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