How to register COMPANY BRANCH
Foreign banks, auditing firms, law firms, and foreign economic organizations can set up their branches in
Vietnam. The licensing agencies are varied, of which e.g. SBV grants licenses to foreign banks' branches,
MoF grants licenses to foreign auditing firms' branches, and MoIT is authorized to grant licenses to foreign
businesses.
In this Section, only branches of foreign business/ traders, which fall within the sole power of MoIT, are
focuses, with note that the new establishment thereof shall be all conditional to the Vietnam's WTO
commitments, pursuant to which the establishment of branches of foreign service providers is unbound,
except for the following sectors and sub-sectors:
Legal services;
Computer and related services;
Management consultant services;
Service related to management consulting;
Construction and related engineering services;
Franchising services;
Non-life insurance services;
Banking services;
A number of securities services (Asset management service, Settlement and clearing services for
securities, derivative products, and other securities-related instruments; Provision and transfer of financial
information, and related software by suppliers of securities services; Advisory, intermediation and other
auxiliary securities-relate, including investment and portfolio research and advice, advice on acquisitions and
on corporate restructuring and strategy; etc.).
Nevertheless, the licensing in practice may vary from what is provided by the Vietnam's WTO commitments
as itemized above. At this moment, no information about the abrogation of this hurdle to market is revealed
by the Vietnamese Government so far.
Legislation
The Commercial Law dated 14 June 2005 constitutes the legal ground for representative offices and
branches of foreign businesses in Vietnam, which is further specified by Decree No.72/2006/ND-CP, on
representative offices and branches of foreign businesses in Vietnam, issued by the Government on 25 July
2006, as amended and supplemented by Decree No.120/2011/ND-CP, dated 16 December 2011, of the
Government ("Decree 72").
Implementing the Decree is the Circular No.11/2006/TT-BTM, dated 28 September 2006, of the Ministry of
Trade [now the Ministry of Industry and Trade ("MoIT")].
Requirements
Under Decree 72, the conditions for obtaining a Branch license are quite simple. Normally, a Branch license
shall be granted if the applicant satisfies the following conditions:
(i) Having legal certificate on business registration, in accordance with the laws of applicant's country;
(ii) Being established for a period of not less than 5 years, from the business registration.
Applications
To establish a Branch in Vietnam, a foreign company must submit a set of application files for a license
issued by the MoIT. The following documents must be submitted to the licensing authority for obtaining the
License:
(i)
(ii)
Application (standard form);
A legalized copy of the Certificate of Incorporation and any amendments of the parent
company;
(iii) A legalized copy and Vietnamese translation of the Memorandum and Articles of Association of the
Branch specifying the scope of power authorized to the Branch head;
(iv) A legalized copy and Vietnamese translation of the audited financial statements of the parent
company for its latest financial year issued by an auditing company;
(v) A notarized copy of Office Lease Contract; and
(vi) A notarized copy of Branch head's passport.
Licensing Timing
A Branch license will be normally granted within 15 days from the receipt of the satisfactory file. The
applicant is required to pay the license fee of VND1 million for a license. The license fee would be paid
upon the approval of the application file.
Within 45 days from the date of issuance of the License, the Branch shall have to publish on three
consecutive issues of a printed or online newspaper licensed in Vietnam the following contents:
(i)
Name and registered address of the Branch;
(ii)
(iii)
Name and registered address of the parent company;
Name of the Branch head;
(iv) Serial number, date of issue and valid term of the License and licensing authority; and
(iv)
Scope of activities of the Branch
(v)
Besides, the Branch must be officially commence its operation and provide written notice to to
the MoIT and the Provincial DoIT about commencement of operation at the registered office.
Permitted Activities
A Branch is permissible to trade the products and carry out the trading-related activities in accordance
with the provisions of the Commercial Law; concretely:
(i) Lease the office, lease and/ or purchase the utilities necessary for the operation of the Branch;
(ii) Recruit staff;
(iii)
Execute the contract in Vietnam in accordance with the License;
(iv)
(iv)
Open the bank accounts;
Remit profits abroad;
(v)
Have stamp in the name of the Branch;
(vi)
Carry out the trading activities and other activities specified in the License.
Term of License
The license of a Branch has a term of five years. The license of a Branch may be extended if its parent
satisfies all the following conditions:
(i)
It has a requirement to continue operating in Vietnam in the form of a Branch;
(ii)
The foreign business entity is legally operating pursuant to the law of country in which it was
established; and
(iii)
The foreign business entity has not committed a serious breach of the laws of Vietnam
regarding the operations of its Branch.
The procedures for extension of the license must be carried out at least thirty days prior to the expiry of
the license.
Taxation
Branches of foreign businesses shall be subject to the taxes prevailing in Vietnam, which are well
described in the Section 16 hereunder.