HOW TO ESTABLISH A BRANCH IN VIETNAM 2022

Establishment of a company branch is an administrative procedure carried out by an enterprise at the Department of Planning and Investment of the province or city where the enterprise registers the head office of the branch when the enterprise wishes to expand its business location outside the country corporate headquarters. However, not many people understand the procedures and documents required for the process of setting up a branch for a foreign company. The following essay of Doanh Tri Firm will guide you.

1. Legal basis:

- Law on enterprise 2014;

- Decree No.07/2016/NĐ-CP.

2. Conditions for branch establishment:

Foreign traders may establish and register their business in accordance with the laws of the countries or territories participating in international treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories. To be allowed to establish a branch, a trader must meet the following conditions:

Firstly, the foreign trader has operated for at least 5 years from the date of establishment or registration;

Secondly, business goods and services must be on the list of goods and services that foreign traders' branches and foreign tourism enterprises are permitted to do business in Vietnam in accordance with Vietnamese law.

3. Branch establishment procedure:

Step 1: Prepare a dossier

A branch establishment dossier may include:

(i) An application form for a branch establishment license, made according to the form of the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;

(ii) A copy of the business registration certificate or equivalent document (Must be translated into Vietnamese and notarized);

(iii) The document of the foreign trader appointing/appointing the head of the branch (Must be translated into Vietnamese and notarized);

(iv) A copy of the audited financial statement or a document certifying the fulfillment of tax or financial obligations in the latest fiscal year or a paper of equivalent value issued by a competent agency or organization in the locality. established foreign traders grant or certify and prove the existence and operation of foreign traders in the latest fiscal year (Must be translated into Vietnamese and notarized);

(v) A copy of the Branch's Charter (Must be translated into Vietnamese and notarized);

(vi) Copy of passport or identity card or citizen identification card (if Vietnamese) or passport copy (if foreigner) of the head of the branch;

(vii) Documents on the proposed location of the branch office including:

- A copy of the memorandum of understanding or agreement to rent the location or a copy of the document proving that the trader has the right to exploit and use the location to locate the branch office;

- A copy of the document on the proposed location of the branch office as prescribed in Article 28 of Decree No.07/2016/ND-CP and relevant laws.

All of the above documents must be certified or legalized by a diplomatic mission or consular office of Vietnam abroad in accordance with Vietnamese law.

Step 2: Procedures for issuing branch establishment license

Foreign traders prepare all documents and submit them to the Department of Industry and Trade of the province/city where they intend to locate their head office. Traders can choose to submit dossiers directly or by post or online (if eligible) to the licensing agency.

Within 03 working days from the date of receipt of the dossier, the Department of Industry and Trade shall check and issue a written request for supplementation if the dossier is incomplete or invalid. The request for additional records is made at most once during the processing of the application.

After 07 working days from the date of receipt of complete and valid dossiers, the Department of Industry and Trade shall grant the License or not grant the License and must clearly state the reason.

4. Cases which branch establishment license is not granted:

The licensing agency shall not grant a branch establishment license to a foreign trader in the following cases:

(i) Failing to satisfy one of the conditions specified in Article 8 of Decree No.07/2016/ND-CP in the case of application for a branch establishment license.

(ii) Foreign traders apply for a license to establish a representative office or a license to establish a branch within 2 years from the date of its revocation of the license to establish a representative office or branch. branch in Vietnam as prescribed in Article 44 of this Decree.

(iii) The establishment of representative offices and branches is restricted in accordance with law for reasons of national defense and security, social order and safety, social ethics and public health.

(iv) Other cases as prescribed by law.

5. Term of branch establishment license:

(i) The foreign trader's branch establishment license is valid for 5 years but must not exceed the remaining term of the business registration paper or equivalent document of the foreign trader in the case of a foreign trader. there is a time limit

(ii) The term of the License for establishment of a re-issued branch is equal to the term of the License previously issued.

(iii) The extension of the branch establishment license term shall comply with the provisions of Clause 1, Article 9 of Decree No.07/2014/ND-CP.

(iv) For foreign traders: The procedure is done through the Department of Industry and Trade of the province or city where the enterprise wants to set up a branch.

Note:

In case the authorization period specified at Point 3 above expires, the head of the branch has not returned to Vietnam and has no other authorization, the authorized person has the right to continue to perform the rights and obligations of the head of the branch. Head of the Branch within the authorized scope until the Head of the Branch returns to work at the Branch or until the foreign trader appoints another person to be the Head of the Branch.

In case the head of the branch is not present in Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the head of the branch or is dead, missing, detained or sentenced to prison, If the foreign trader is restricted from losing his/her civil act capacity, the foreign trader must appoint another person to be the head of the branch.

The head of a branch of a foreign trader may not concurrently hold the following positions:

- The head of the Representative Office of another foreign trader;

- Head of Representative Office of the same foreign trader;

- Legal representative of an economic organization established in accordance with the laws of Vietnam.

The above article is our firm's perspective towards how to establish a branch in Vietnam 2022. For more information and advice on this issue, please contact Doanh Tri Law Firm directly via:
Hotline: (+84) 911.233.955 - (024) 6293 8326
Email: [email protected]
Doanh Tri Law Firm is pleased to accompany our customers!