Change structure from a representative office to a wholly foreign owned Vietnamese company

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Investor: We are currently looking into changing our structure from a rep office to a wholly foreign owned  Vietnamese company. Can you run me through step by step what needs to happen if we decide to proceed. I thought you would be the right person to know.

Lawyer of SBLAW:Thank you for your email below. Under Vietnam Law, there is no licensing process for converting from Representative Office into Wholly Foreign Owned Company.

Thus, in this case, you should follow two parallel licensing process:

(i) Closing Representative Office. It shall take you about 2-4 months to complete the procedure for closing Representative Office. The most complicated thing to do in this licensing procedure is to settle personal tax of employees working for Representative Office. If you have assistance of a professional tax service company, it may save much time and cost for you.

 

(ii) Setting up foreign invested company. Generally, it takes about 30-45 working days to complete setting up foreign invested company in Vietnam. In complicated case, the licensing process can be longer. In order to provide you accurate advice on this, please let us know (i) Investment Capital to be put into the Foreign Invested Company and (ii) Business lines to be registered by the Foreign Invested Company.