Procedures for issuance of certificates of establishment of representative offices of foreign securities companies and fund management companies in Vietnam

Resources

Posted on: 16/06/2025

With the massive flow of foreign investment capital into Vietnam, Vietnam's stock market is one of the hot spots that strongly attracts resources of investors in the world. Along with that, the demand for establishing commercial presences in Vietnam is increasing, in which, the establishment of representative offices of foreign securities companies and fund management companies in Vietnam is considered the first step and the foundation for expanding business activities in the future. In the context of the continuous improvement of the legal system on securities and investment in order to approach international standards, the establishment of a representative office in Vietnam allows foreign securities companies and fund management companies to promptly grasp legal changes. at the same time, build strategic relationships with domestic regulatory agencies, financial institutions and potential investors.

1. What is a representative office of a foreign securities company or fund management company in Vietnam?

Section C, Article 7 of the Schedule of WTO Commitments of Vietnam in the field of Trade and Services on unrestricted market access of securities trading lines, which allows foreign securities service providers to establish representative offices in Vietnam after Vietnam's accession to the WTO. This factor and the open regulations of the current legal system have attracted investors who are securities companies and foreign fund management companies to choose to establish a representative office to gradually access the Vietnamese market.

Representative offices of foreign securities companies and fund management companies in Vietnam ("Representative Offices") are dependent units of foreign securities companies and fund management companies established under the laws of Vietnam. Due to the lack of legal status, the representative offices of foreign securities companies and fund management companies are not allowed to carry out securities trading activities in the Vietnamese market, are not allowed to provide investment advice, do not directly or indirectly sign economic contracts, it is not allowed to manage assets and investment capital for investors, including the investment capital of the parent company in Vietnam. Accordingly, this Representative Office is allowed to perform functions such as:

Liaison office function and market research;
Promoting the construction of cooperation projects in the field of securities;
Promote and supervise the implementation of signed contracts;
Promote and supervise the implementation of company-funded projects in Vietnam.

Procedures for issuance of a Certificate of registration of operation of a representative office of a foreign securities company or fund management company in Vietnam at the State Securities Commission ("SSC") as a mandatory content before a representative office can legally operate in Vietnam.

2. Requirements for the issuance of the Certificate of registration of operation of representative offices of securities companies and fund management companies in Vietnam

Conditions for establishment of representative offices of foreign securities companies and fund management companies in Vietnam

Licensed and legally operating in the country where the contracted business organization is established and headquartered ("country of origin");
The licensing authority of the country of origin and the State Securities Commission of Vietnam have signed a cooperation agreement on information exchange, cooperation in management, inspection and supervision of securities activities and this market still has an operation period (if any) of at least 1 year.

Other requirements

The name of the registered representative office must be written in the letters of the Vietnamese alphabet, the letters F, J, Z, W, digits and symbols. It is placed in the order: "Representative office – name of foreign securities company/fund management company – in provinces and centrally-run cities".
The head of the representative office may only sign contracts related to the business and investment activities of the parent company with Vietnamese economic organizations on behalf of the parent company in case of lawful authorization in writing by the competent representative of the parent company. The power of attorney must be made separately for each signing and a copy of this power of attorney must be sent to the State Securities Commission within 10 days from the effective date of the power of attorney.

Note No. 1: The head office of the representative office must be located in the territory of Vietnam, be a defined contact address, have a telephone number, fax number, and email (if any). In addition, the head office of the representative office is also not allowed to be lent or subleased.

Note No. 2: The current law does not stipulate the nationality of the head of the representative office of a foreign securities company or fund management company in Vietnam. However, current regulations require the mandatory residence period in Vietnam of the head of the representative office. The head of the representative office must be regularly present in Vietnam.

The maximum authorization period is 90 days. The head of the representative office and the branch director are still responsible for the performance of the authorized rights and obligations. Case
90 days is the maximum time limit that the head of the representative office is allowed to be absent from Vietnam (after duly authorizing another person). After 90 days, if the head of the representative office is not present in Vietnam and there is no new authorization, the parent company must notify the State Securities Commission of the personnel status and the new appointment (if any). The authorized person may continue to exercise his or her powers within the authorized scope, up to 30 days from the date of approval by the parent company.

Note No. 3: The maximum duration of the Certificate of registration of operation of a representative office of a securities company or foreign fund management company is 05 years. This term shall not exceed the remaining term of the Establishment and Operation License or equivalent legal documents of the overseas parent company.

Opening of STIC Investments Vietnam new office. Source: STIC Investments

3. Procedures for issuance of certificates of establishment of representative offices of foreign securities companies and fund management companies

STT	Category	Content
1	Receiving agency	State Securities Commission.
2	Name of procedure	Issuance of certificates of registration of operation of representative offices of foreign securities companies and fund management companies in Vietnam.
3	Form of implementation	Submit the dossier directly: At the head office of the State Securities Commission or send it by postal service. Online application: Through the online public service system - State Securities Commission. Method of returning results: Directly at the headquarters of the State Securities Commission or sent by postal service. Time limit for returning results: 07 days from the date the Committee receives a complete and valid dossier.
4	Components of the dossier	A dossier of application for a certificate of registration of operation of a representative office of a securities company or foreign fund management company comprises: 01 application according to Form No. 64, Appendix to Decree 155/2020/ND-CP; 01 Decision of the competent authority in accordance with the charter of the overseas securities company or fund management company on the establishment of a representative office in Vietnam, appointment of the head of the representative office; 01 List of personnel enclosed with information according to Form No. 66, Form No. 67 Appendix to Decree 155/2020/ND-CP; 01 judicial record card issued not older than 06 months from the date of submission of the dossier by the head of the representative office in Vietnam; 01 office lease contract, papers proving the ownership of the head office, the right to use the office and explanation of facilities according to Form No. 65, Appendix to Decree 155/2020/ND-CP; 01 Charter of the managing company being a foreign securities trading organization; 01 Written approval of the competent agency or organization of the foreign country where the parent company is located (if any); 01 establishment and operation license or equivalent documents issued by the competent authority of the country where the managing company is located; 01 Financial statement of the latest year and audited consolidated financial statement of the managing company; 01 List of investment funds and investment portfolios in Vietnam certified by the depository bank; Certificates of registration of trading codes of investment funds, in case foreign securities trading organizations are investing in Vietnam.
5	Fees	01 million VND/time issued.
6	Result	The State Securities Commission shall issue a certificate of registration for operation of a representative office; or The State Securities Commission shall reply in writing and clearly state the reason in case of refusal.

Note No. 4: After being granted the Certificate of Operation Registration and officially put into operation, the representative office must send a notice of operation to the State Securities Commission within 15 days according to Form No. 71 in the Appendix issued together with Decree 155/2020/ND-CP.

4. Procedure

5. Result of the procedure: