A foreign credit institution (“FCI”) that is a commercial bank may explore and assess the Vietnamese market by establishing a representative office (“RO”) in Vietnam.
In this article, BLawyers Vietnam will highlights several key notes regarding the licensing, commencement of operation, and periodic reporting of an RO.
1. Note on the licensing procedure for establishing an RO
To be granted a license for establishing an RO, the FCI must meet the following conditions:
- Being a legal entity licensed to conduct banking operations overseas; and
- Being approved by the law of the country where the FCI is headquartered, to establish an RO in Vietnam.
b. Required documents for licensing application
- After fulfilling the above-mentioned conditions above, the FCI shall prepare a licensing application dossier for the establishment of the RO, including:
- An application form for a license, in accordance with the prescribed template, signed by a legal representative;
- The operating license of the FCI issued by the competent authority of the home country;
- A document certifying legal compliance and written approval from the competent authority in the home country permitting the establishment of the RO in Vietnam;
- Financial statements, operational reports, and development orientation summarizing the activities of the FCI and its development plans in Vietnam;
- Proposed profile of the Head of the RO: Includes a resume, criminal record, degrees, certificates;
- Proof of office premises or a commitment to legally lease an office; and
- Other documents on a case-by-case basis.
Note: The documents must be prepared in accordance with the principles established by law.
c. License issuance period
After 30 days from the date of submission to the State Bank branch where the RO’s headquarters is planned to be located (“Competent Authority”), will:
- Notify in writing if the application is valid; or
- Request additional documents if the application is incomplete or invalid.
Thereafter, within 60 days from the date of issuing the written confirmation of receipt of a complete and valid application, the Competent Authority shall issue the license. In case of refusal, it shall notify the applicant in writing, stating the reasons.
Note: In each locality in Vietnam, only one RO is allowed to be established, with the maximum operating time stated in the license being 05 years.
2. Note on the commencement of operation of the RO
a. Announcement of the commencement of operation
An RO shall publish its announcement to commence operation on one media channel of the State Bank and in three consecutive issues of a printed newspaper for three consecutive issues, or on a Vietnamese e-newspaper for at least 30 days before the expected commencement date.
b. Report on the commencement of operation
The FCI must submit a report on the commencement of operations, including information about the head of the RO, to the State Bank branch where the RO is located no later than 07 working days before the commencement date.
c. Deadline for commencement of operation
The RO must commence operations within 12 months from the date of the license is granted.
d. Conditions for commencement of operation
To commence operation, the RO is not required to meet conditions regarding: capital, facilities, organizational structure, internal control system, technology, and other conditions as stipulated by law.
3. Note on the reporting activities of the RO
When operating, the RO should pay attention to the following main types of reports:
a. Financial report
Within 180 days from the end of the fiscal year, the RO must submit its annual financial report to the State Bank.
b. Report on labor change situation
If the RO employs Vietnamese workers, it must report changes in labor conditions every six months (before 05 June) and annually (before 05 December).
c. Report about employing foreign workers
If the RO employs foreign workers, every six months (before 05 July) and annually (before 5 January of the following year), the employer must report about employing foreign workers.
The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.
Date: 01 July 2025
Writers: Thanh Huynh & Bao Pham
