VPL – THE SMART CHOICE FOR INVESTORS

Establishing foreign company branches in multiple countries and setting up representative offices to expand business markets beyond national borders is a growing trend in the globalized market economy. To establish a branch for conducting business activities in different countries, foreign businesses must comply with the legal regulations of each country where the branch office is located.

VPL, with its team of experienced lawyers and legal experts who have extensive knowledge of commercial law, is proud to be a trusted partner, accompanying our clients through every stage of establishing a foreign company branch in Vietnam!

Conditions for Establishing a Foreign Company Branch in Vietnam

1.The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories.

2. The foreign trader has come into operation for at least 05 year from the date of establishment or registration.

3. In cases where the Business Registration Certificate or an equivalent document of the foreign trader specifies an operational term, such term must have at least 01 year remaining from the date of submission of the application.

4. The scope of operation of the branch is conformable with Vietnam’s Commitments to market access stipulated in treaties to which Vietnam is a signatory shall be consistent with lines of business of the foreign trader.

5. In cases where the operational scope of the branch does not align with Vietnam’s commitments or the foreign trader is not from a country or territory that is a party to an international treaty to which Vietnam is a member, the establishment of the branch must be approved by the Minister of the relevant specialized management ministry.

* The conditions in points 4 and 5 above are new requirements in line with international treaties that Vietnam has signed after the Commercial Law 2005 was enacted. These conditions are designed to ensure that the establishment of foreign business branches complies with the general conditions set forth in the international commitments to which Vietnam is a party.

Fields of activity allowed for establishing a foreign company branch in Vietnam under Decree No. 07/2016/ND-CP.

Documents required for establishing a foreign company branch in Vietnam

» An application form for license for establishment of the branch using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader;

» A copy of the Business Registration Certificate or equivalent document of the foreign trader;

» A document issued by the foreign trader appointing/designating the head of the branch;

» Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;

» A copy of the branch charter;

» A certified copy of the passport, identity card, or citizen identification card of the head of the branch;

» Documents related to the expected location of the branch office, including: a copy of the memorandum of understanding or lease agreement for the location, or a copy of documents proving the trader’s right to exploit and use the location as the branch office.

* The foreign trader shall submit the application directly, by post, or online (if applicable) to the Licensing Authority (Ministry of Industry and Trade). Within 03 working days from the date of receipt of the application, the Licensing Authority shall review and request supplementation if the application is incomplete or invalid. The request for supplementation shall be made only once during the entire application processing period.

FREQUENTLY ASKED QUESTIONS

  1. The head of the branch shall be responsible for his/her action and the operation of the branch to his/her head office within the power of attorney.

  2. The head of the branch shall be responsible for his/her actions if he/she engages in activities beyond the scope authorized by the foreign trader.

  3. The head of the branch must provide written authorization to another person to exercise the rights and obligations of the head of the branch under the law when leaving Vietnam. This authorization must be approved by the foreign trader. The head of the branch remains responsible for the performance of the rights and obligations that have been delegated.

  4. In cases where the authorization period under point 3 above has expired, and the head of the branch has not returned to Vietnam and there is no other authorization, the authorized person has the right to continue performing the rights and obligations of the head of the branch within the scope of the authorization until the head of the branch returns to work at the branch or until the foreign trader appoints someone else as the new head of the branch.

  5. In cases where the head of the branch is absent from Vietnam for more than 30 days without authorizing another person to perform the rights and obligations of the head of the branch, or in the event of death, disappearance, temporary detention, conviction, imprisonment, or loss of civil capacity, the foreign trader must appoint another person as the new head of the branch.

  6. The head of a foreign trader’s branch is not allowed to concurrently hold the following positions:

      • Head of the representative office of another foreign trader;
      • Head of the representative office of the same foreign trader;
      • Legal representative of an economic organization established under Vietnamese law.

Within 03 working days from the date of receipt of the application, the Licensing Authority will review and request supplementation if the application is incomplete or invalid. The request for supplementation will be made only once during the entire application processing period. Within 07 working days from the date of receiving a complete and valid application, the Licensing Authority will either issue or refuse to issue the branch establishment license to the foreign trader. If the license is refused, a written explanation will be provided.

Within 15 days from the date of issuance, reissuance, adjustment, extension, or revocation of the branch establishment license, the Licensing Authority must publish the following information on its official website:

  1. The name and address of the branch office;
  2. The name and address of the foreign trader;
  3. The head of the branch;
  4. The number, issuance date, and validity period of the branch establishment license, and the Licensing Authority;
  5. The scope of operation of the branch;
  6. The date of reissuance, adjustment, extension, or revocation of the branch establishment license.

– Failing to meet the requirements outlined in the section on Conditions for foreign traders to establish a branch in Vietnam.

– The foreign trader applies for a branch establishment license within 02 years from the date the previous license was revoked in Vietnam.

– The foreign trader only conducts business in goods and services listed in the prohibited business categories under Vietnamese law.

– The establishment of the branch harms national defense, security, order, social safety, historical traditions, culture, morality, public decency, or public health, or leads to the destruction of resources or environmental degradation.

– Submitting an incomplete application and failing to supplement the required documents as requested by the licensing authority.

The branch establishment license for a foreign trader is valid for 05 years but shall not exceed the remaining validity period of the Business Registration Certificate or an equivalent document of the foreign trader if such document specifies an expiration date.

The foreign company submits the application for establishing a branch in Vietnam to the Ministry of Industry and Trade.

Foreign company branch establishment services in Vietnam provided by VPL

  • Providing the fastest branch establishment service for foreign companies in Vietnam.
  • Consulting on the procedures and steps for establishing a branch for foreign companies.
  • Providing consultation on post-establishment matters for foreign company branches in Vietnam.
  • Guiding investors in preparing, providing documents, and completing the application for establishing a foreign company branch in Vietnam.
  • Acting as a representative to submit the branch establishment application on behalf of the client.
  • Monitoring the application process and liaising with the receiving authority.
  • Guiding investors to supplement or amend documents (if necessary).
  • Receiving the branch establishment license.
  • Engraving the branch seal.
  • Submitting the tax code registration application for the branch.

Contact VPL now for consultation and support!

Request Consulting Services

   >> Có thể bạn quan tâm:

Bài viết liên quan:
THÀNH LẬP VĂN PHÒNG ĐẠI DIỆN CÔNG TY NƯỚC NGOÀI
Dịch vụ thành lập công ty có vốn đầu tư nước ngoài uy tín
Vietnam Work Permit
0932350835