Representative Office vs. Branch Office vs. Subsidiaries in Vietnam: Set Up Requirements, Pros, Cons, and More

Business structures
  Representative Office Branch Office Subsidiary (limited liability company
Separate legal entity No No Yes
Liability Extension of parent company Extension of parent company Limited Liability
Entity Name Must be same as parent company Must be same as parent company Can be the same or different from parent company
Allowed Activities Can only conduct market research or coordinating activities. Not allowed to conduct business activities that yield profit. Commercial activity within parent company's scope Can be the same or different from the parent company
Set up time 6 to 8 weeks 12 weeks 8 to 16 weeks
Annual tax return required? No, but responsible for declaring employees' personal income tax Yes Yes
Audit required? Yes Yes Yes
Pros Easy registration procedure Can remit profits abroad
  • Limited liability to capital contribution
  • Freely engage in any registered business lines that are not banned by local laws
  • Cannot conduct revenue generating activities
  • Parent company bears liability
  • Limited to certain industry sectors
  • Parent company bears liability
  • Cannot issue shares
  • Maximum of 50 shareholders
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