Procedures and Documentation for Establishing a Branch in Vietnam

When should you establish a branch? What are the current procedures and required documents for setting up a company branch? VN Law Firm will provide detailed information in this article.

1. What is a Branch? When is it Necessary to Establish a Company Branch?

A branch is a dependent unit of an enterprise, tasked with performing all or part of the enterprise’s functions, including authorized representation. The business lines of the branch must align with the business lines of the enterprise. (Clause 1, Article 44 the Law on Enterprises of Vietnam 2020).

Most enterprises, when starting up and operating, aim for continuous development and market expansion. This is why, once a company is stable, establishing a branch becomes a consideration.

Depending on the specific needs of each enterprise, a company branch can be established in the same or a different province, and can choose between dependent or independent accounting methods.

2. What are the Requirements for Establishing a Company Branch?

To establish a company branch, clients must ensure they meet the following conditions:

• Head of Branch: Must be 18 years of age or older, possess a valid Citizen Identity Card or Passport, and not belong to the group of individuals prohibited from managing enterprises.
• Branch Address: Must have a clearly defined address and not be located in an apartment building designated solely for residential purposes.
• Branch Name: The branch name must comply with legal regulations.
• Business Lines: The business lines of the branch must align with the business lines of the enterprise.

3. Procedures and Documentation for Branch Registration

The procedures and required documents for branch registration (registration of branch operations) are stipulated in Article 31 of Decree 01/2021/ND-CP, specifically as follows:

3.1. Required Documents

– Notice of Branch Establishment signed by the enterprise’s legal representative (Appendix II-7 issued with Circular 01/2021/TT-BKHDT);

– Copy of the resolution, decision, and meeting minutes of the Members’ Council regarding branch establishment (for limited liability companies with two or more members, partnerships);

– Copy of the resolution, decision, and meeting minutes of the Board of Directors regarding branch establishment (for joint-stock companies);

– Resolution or decision of the company owner regarding branch establishment (for single-member limited liability companies);

– Copy of the legal documents of the individual serving as the head of the branch.

– Power of Attorney for the person submitting the application and receiving the results if not the legal representative. This document is not required to be notarized or authenticated.

– A valid copy of one of the personal identification documents of the authorized person (if any):

• For Vietnamese citizens: Valid Citizen Identity Card or Vietnamese Passport.
• For foreigners: Valid foreign Passport or equivalent valid travel document.

3.2. Method of Submission

The enterprise founder, enterprise, or authorized person shall carry out the enterprise registration procedures by one of the following methods:

• Direct enterprise registration at the Business Registration Office;
• Enterprise registration via postal service;
• Enterprise registration online through the National Business Registration Portal.

3.3. Processing Time

Within 03 working days from the date of receipt of a valid application.

4. Branch Establishment Services for Companies and Enterprises at VN Law Firm

The branch establishment services for companies and enterprises at VN Law Firm help clients significantly reduce time and effort. With VN Law Firm, you will receive branch establishment services for companies and enterprises, including:

• Consultation on the process and procedures for establishing a branch for companies and enterprises;
• Guidance to clients on preparing necessary documents;
• Drafting and submitting the branch establishment application on behalf of the client to the Business Registration Office;
• Monitoring the application, supplementing or amending the application (if any) as required by the specialist;
• Performing the procedure for publicly disclosing enterprise registration information on the Portal;
• Handing over the business license;
• Instructing clients on important procedures to note after establishing a branch for their company or enterprise.