PROCEDURE FOR ESTABLISHING A BRANCH OR REPRESENTATIVE OFFICE OF A VIETNAMESE ENTERPRISE

1. Scope of Application

The registration procedure applies when a domestic enterprise (limited liability company, joint-stock company, partnership, or private enterprise) seeks to expand its operations by establishing a dependent unit — a branch or representative office — at a location other than its head office, whether within the same province or in a different province. This procedure applies broadly across enterprise types, with additional specific requirements for social enterprises and for branches of foreign securities companies and foreign fund management companies operating in Vietnam.

2. Conditions Under Current Regulations

For the registration dossier to be accepted and processed, the enterprise must satisfy the following conditions:

• The decision to establish the branch or representative office must be approved by the competent internal authority corresponding to the enterprise type (the Members’ Council for multi-member LLCs and partnerships; the Board of Directors for joint-stock companies; the owner for single-member LLCs);
• The enterprise must submit the registration dossier within 10 days from the date of the establishment decision;
• The head of the branch or representative office must have valid personal legal documentation (unless already covered by a personal identification number linked to the National Population Database);
• The name of the branch or representative office must not be identical to, or confusingly similar to, an existing name, and must not infringe any protected trademark, trade name, or geographical indication;
• The enterprise must pay the applicable registration fee in full.

3. Legal Procedure Required

Procedure name: Registration of Branch/Representative Office Operations (which may be combined with the notification for establishing a business location, if desired).

The dossier may be submitted in one of three ways: directly at the provincial Business Registration Office, via postal service, or online through the National Business Registration Portal. The core dossier includes: a notification of establishment of the branch or representative office (using the prescribed form); a copy of the resolution and minutes of the competent authority approving the establishment; and a copy of the personal legal documents of the head of the branch or representative office. Social enterprises must additionally submit a Commitment to Social and Environmental Objectives.

The competent authority is the Business Registration Office under the provincial Department of Finance (or the management board of the relevant high-tech park, where applicable). Within 3 working days of receiving a valid and complete dossier, the authority issues the Certificate of Branch/Representative Office Operation Registration.

Outcome: A Certificate of Branch/Representative Office Operation Registration. If the dossier is incomplete or invalid, the authority issues a written notice specifying the required corrections; the enterprise has 60 days to make amendments, after which the dossier becomes invalid.

4. Penalties for Violations

The registration authority will refuse registration if the enterprise has already been notified of a violation that could lead to revocation of its Enterprise Registration Certificate, is undergoing dissolution, or is currently classified as “not operating at its registered address.” Additionally, if a judicial or investigative authority formally requests that certain registration procedures be suspended for the enterprise, the registration authority will withhold processing until written approval is given. An enterprise that provides false or inaccurate information in its registration dossier, or that fails to file within the mandatory 10-day window from the establishment decision, may be subject to administrative penalties under current business registration regulations.