What are procedures for registration of branches and representative offices in Vietnam?

What are the definition of branches and representative offices?

- A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including authorized representative. The business lines of a branch shall match those of the enterprise.

- A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business.

A business location of an enterprise is the place at which specific business operations are carried out.

Application for registration of branch/representative office in Vietnam

The application includes the following documents:

- A notification of establishment of branch/representative office signed by the enterprise’s legal representative;

- The copy of the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the copy of the resolution or decision of the owner of the single-member limited liability company on establishment of branch/representative office;

- Copies of legal documents of the person who is the head of branch/representative office.

Place for submission: The enterprise shall send the application for registration of branch/representative office to the Business Registration Office of the province where the branch/representative office is situated.

Procedures for registration of branches and representative offices in Vietnam

- Within 03 working days from the receipt of satisfactory application, the Business Registration Office shall issue the certificate of branch/representative office registration, and update information about the business location on the National Enterprise Registration Database. The Business Registration Office may issue a certificate of registration of business location to the enterprise at its request. If the application is unsatisfactory, the Business Registration Office shall notify the enterprise of necessary revisions.

- Establishment of overseas branches/representative offices shall comply with the law of the host country. Within 30 working days from the official establishment date of an overseas branch/representative office, the enterprise must send a written notification thereof to the Business Registration Office of province where it is headquartered. This notification must be accompanied by the copy of the certificate of registration of the branch/representative office or another document of equivalent validity. The Business Registration Office shall update information about the branch/representative office on the National Enterprise Registration Database within 03 working days from the receipt of the notification.

Legal basis:

Article 44 of the Law on Enterprises in 2020

Article 31 of the Decree 01/2021/ND-CP

Best regards!