More and more foreign companies want to invest in Vietnam through the path of establishing branches in Vietnam. We will provide basic information about the procedures to establish a branch in Vietnam through this article.
1. What is a branch of a foreign company under Vietnamese law
According to the current provisions of Vietnamese law, foreign companies may set up branches in Vietnam according to the conditions and procedures prescribed by Vietnamese law.
The current Vietnamese Law on Enterprises defines an enterprise’s branch as a dependent unit of an enterprise and is responsible for performing all or part of the enterprise’s functions, including the function of authorized representation. Accordingly, the concept of a foreign company branch in Vietnam can be understood as a dependent unit of a foreign company, established and operating in Vietnam according to the provisions of Vietnamese law or treaties. to which the Socialist Republic of Vietnam is a member.
2. Why do foreign companies choose to set up branches in Vietnam?
A branch in Vietnam of a foreign company has the following rights:
– Office rental, rental purchase of facilities, and equipment necessary for the branch’s operations.
– Recruit Vietnamese and foreign employees to work at the Branch in accordance with Vietnamese law.
– Enter into a contract in Vietnam in accordance with the operation contents specified in the branch establishment license and law provisions.
– Open an account in VND and foreign currency at a bank licensed to operate in Vietnam.
– Remittance of profits abroad in accordance with the provisions of Vietnamese law.
– Have a seal bearing the Branch’s name in accordance with the provisions of Vietnamese law.
– Carrying out goods sale and purchase activities and other commercial activities in accordance with the establishment license, the provisions of Vietnamese law, and the international treaties to which the Socialist Republic of Vietnam is a signatory.
3. How to establish a foreign company branch
3.1. Conditions for setting up a branch of a foreign company in Vietnam
Foreign companies wishing to establish a branch in Vietnam must carry out the registration procedure for a branch establishment license. A foreign company may not establish many branches with the same name within a province or centrally run city. In addition, the foreign company must also meet the following requirements:
– Foreign companies established and registered under the laws of countries and territories that are members of international treaties to which Vietnam is a member or recognized by the laws of these territories.
The foreign company has been in business for at least 5 years since its establishment or registration. In case the business registration certificate or equivalent document of the foreign company provides for the duration of operation, that time limit is at least 1 year from the date of filing the dossier.
3.2. Application file for a branch establishment license
An application for a branch establishment license includes the following documents:
– An application for a branch establishment license, signed by a competent representative of the foreign company;
– A copy of the business registration certificate or equivalent document of the foreign company;
– The document of the foreign company appointing the head of the branch;
– A copy of an audited financial statement or a written confirmation of the fulfillment of tax obligations, financial obligations in the most recent fiscal year, or an equivalent document of a competent agency or organization of the company. Foreign establishment granting or certifying the existence and operation of foreign companies in the most recent fiscal year;
– A copy of the branch’s charter;
– Copy of passport or identity card or citizenship card (for Vietnamese) or a copy of passport (for foreigners) of the head of the branch;
– Documents about the expected location of the branch office.
3.3. General conditions for application file for a branch establishment license
Documents issued or certified by a foreign competent authority must be consular legalized and translated into Vietnamese; Translated documents must be notarized in accordance with Vietnamese law.
– Copies of papers issued or authenticated by competent Vietnamese agencies must be notarized according to the provisions of Vietnamese law.
4. Branch establishment license registration process
Step 1: Prepare the application and submit it to the competent authority
Step 2: Processing documents
Within 03 working days from the day on which the application is received, the Ministry shall consider the application and request additional supplements if the application is incomplete or ineligible. Requests for additional documents are made up to a maximum of once during the application process.
Within 7 working days from the date of receipt of a complete and valid dossier, the Ministry shall decide to grant or not to grant a branch establishment license to the foreign company. In case of refusing to grant a license, the competent agency must issue a written document clearly stating the reason.
The term of the Branch establishment license is 05 years, however, this period shall not exceed the remaining period of the business registration certificate or equivalent document of the foreign company in the case of This document is still valid.
Source:luatminhkhue.vn
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