How to upgrade a Vietnamese representative office to other entities?

First, the legal form of the new entity must be considered and chosen. There are 3 entities that a representative office can upgrade to:

1. A branch office;
2. A 100% foreign-owned enterprise; or
3. A joint venture with local partner.

For the establishment of a joint venture, there are some further considerations that are worthwhile to consider before the decision. The set-up of joint venture in some sectors or industries might attract additional legal requirements, which are altered periodically according to Vietnamese state policies and WTO’s assessment of Vietnam.

After choosing one entity type to upgrade, then the representative office will have to be closed and another company in your desired entity shall be established. There are three things that should be borne in mind:

• The closing of representative office is regulated by Ministry of Industry and Trade, and implemented by Department of Industry and Trade in relevant cities;
• Representative offices may be subject to different state authorities for regulation purposes, such as State Bank of Vietnam for representative office of banking industry, Ministry of Education and Training for representative offices in education industry and alike.
• Representative office and a company can be closed at the same time, given that the chief director of the representative office is not the same person of the legal representative of the company.