Branch Establishment for Foreign-Invested Companies

As they grow in Vietnam, many foreign-invested enterprises (FDI) choose to establish branches to expand their market, increase their commercial presence, and directly conduct business activities in different localities. Compared with a representative office, a branch has a broader scope of operation and is permitted to conduct business activities within the scope registered by the enterprise.

What is a branch of an enterprise?

Under Clause 1, Article 44 of the Law on Enterprises 2020, a branch is a dependent unit of an enterprise, tasked with performing all or part of the enterprise's functions, including acting as its authorized representative. The branch's business lines must match the business lines of the enterprise. Clauses 1 and 2, Article 84 of the Civil Code 2015 also provide that a branch is a dependent unit of a legal entity and is not itself a legal entity.

Characteristics of a branch

• It is a dependent unit of the enterprise, without separate legal-entity status.
• It is permitted to conduct business activities.
• It can be located in the same province as, or in a different province from, the head office.
• It may have its own seal (if the enterprise decides to use one).
• It can opt for dependent or independent accounting under tax and accounting regulations.

Branch establishment dossier

Typically, the branch operation registration dossier includes:

• The notice of registration of branch operation.
• The enterprise's decision on establishing the branch.
• The minutes of the meeting of the enterprise's governing body (if any).
• The decision appointing the head of the branch.
• The legal documents of the head of the branch.
• Documents relating to the enterprise and the investment project, as required by the competent authority.

Branch establishment fees

Under Circular 47/2019/TT-BTC, the state fee is VND 50,000 per submission for dossiers filed in person or by post. Dossiers registered online via the National Business Registration Portal are exempt from the registration fee, which saves costs and encourages the use of electronic procedures.