During the operation, the company must always ensure compliance with the regulations according to each type of company and business line. Business registration is required by law. However, many businesses are still confused in the business registration procedures. To answer all questions related to this issue, Lawyer X invites you to read the article “Business registration procedures for branches in Vietnam”.
Does the branch have a business registration certificate?
According to Article 84 of the 2015 Civil Code, there are provisions on branches and representative offices of legal entities:
“Article 84. Branches and representative offices of legal entities
Branches and representative offices are dependent units of legal entities, not legal entities.
The branch is responsible for performing all or part of the functions of the legal entity.
Representative offices have the task of representing within the scope assigned by the legal entity and protecting the interests of the legal entity.
The establishment and termination of a branch or representative office of a legal person must be registered in accordance with law and made public.
The head of the branch or representative office shall perform the tasks authorized by the legal entity within the scope and duration of the authorization.
Legal persons have civil rights and obligations arising from civil transactions established and performed by branches or representative offices.
In addition, the law on enterprises also affirms in Article 84 on the functions and duties of branches. Thus, a branch is a dependent unit of the company that is responsible for performing all or part of the company’s functions, including the agency function. The branch’s industry must be consistent with the industry of the company.
Dossier of application for a branch’s business registration certificate
Dossier for registration of a business license to establish a branch of a one-member limited liability company
Notice of establishment of branch (signed by the legal representative) (form prescribed);
A written decision on the establishment of a branch of the owner (signed by the Chairman of the Members’ Council) (reference form);
A valid copy of the decision on appointment of the head of the branch (reference form);
A valid copy of the practice certificate of the head of the branch or of another individual if the branch operates in a line of business for which a practicing certificate is required by law List of a number of professions requiring such certification practice only;
A valid copy of one of the valid personal identification papers of the head of the branch:
Individuals with Vietnamese nationality: Identity card or passport;
Individuals with foreign nationality: Temporary residence registration certificate issued by Vietnamese competent authorities, Work Permit and Passport;
Application for registration of a business license to establish a branch of a joint-stock company
Notice of establishment of branch (signed by the legal representative of the enterprise) (specified form);
Written decision on the establishment of a branch of the Board of Directors (signed by the Chairman of the Board of Directors) (reference form);
Minutes of the meeting on branch establishment, of the Board of Directors (signed by all members of the Board of Directors) (reference form);
Decision on appointment of head of branch (reference form);
A valid copy of one of the valid personal identification papers of the head of the branch or representative office:
Individuals with Vietnamese nationality: Identity card or passport;
Individuals with foreign nationality: Temporary residence registration certificate issued by Vietnamese competent authorities, Work Permit and Passport;
A valid copy of the practice certificate of the head of the branch or of another individual if the branch operates in a profession that requires a practicing certificate by law List of a number of professions requiring a certificate work;
Dossier for registration of a business license to establish a branch of a private enterprise
Branch establishment notice (signed by the business owner);
A valid copy of the decision on appointment of the head of the branch;
A valid copy of one of the valid personal identification papers of the head of the branch:
Individuals with Vietnamese nationality: Identity card or passport;
Individuals with foreign nationality: Temporary residence registration certificate issued by Vietnamese competent authorities, Work Permit and Passport;
A valid copy of the practice certificate of the head of the branch or of another individual if the branch operates in a line of business for which a practicing certificate is required by law List of a number of professions requiring such certification practice only;
Notarized copy of business registration certificate;
Application for registration of business license to establish a branch of a two-member limited liability company
Notice of establishment of branch (signed by the legal representative) (form prescribed);
A written decision on the establishment of a branch of the Members’ Council (signed by the Chairman of the Members’ Council) (reference form);
Minutes of the meeting on the establishment of a branch of the Members’ Council (signed by the members attending the meeting);
Decision on appointment of head of branch (reference form);
A valid copy of one of the valid personal identification papers of the head of the branch:
Individuals with Vietnamese nationality: Identity card or passport;
Individuals with foreign nationality: Temporary residence registration certificate issued by Vietnamese competent authorities, Work Permit and Passport;
A valid copy of the practice certificate of the head of the branch or of another individual if the branch operates in a profession that requires a practicing certificate by law List of a number of professions requiring a certificate work;
Procedures for changing branch business registration
Prepare and submit your application
When adjusting the branch business license, you need to prepare 01 set of documents as above and submit the application at the business registration office of the Department of Planning and Investment where the branch office is located.
Agencies competent to receive and process dossiers
In case of moving the head office of a branch or representative office within the province or centrally run city where the branch or representative office has registered:
The enterprise shall send a Notice of change in operation registration contents of the branch, representative office or business location to the Business Registration Office where the branch or representative office is located.
In case the branch or representative office is moved to another province or centrally run city where the branch or representative office has registered:
The enterprise sends a Notice of change of operation registration contents of the branch or representative office to the Business Registration Office where the branch or representative office intends to move.
Processing time: As soon as the branch’s application is received, the business registration agency will issue a receipt to the applicant, listing the components of the received document and setting a date for the return of the results.
Return results
After 03 working days from the date of submitting the application, the business registration agency will check the validity and completeness of the application and will respond to the business.
In case of moving the head office of a branch or representative office within the province or centrally run city where the branch or representative office has registered:
Upon receiving the notice of the enterprise, the Business Registration Office shall give the receipt, check the validity of the application, change the operation registration information of the branch, representative office, business location in the National database on business registration and issuance of Certificate of operation registration of branch, representative office, Certificate of business location registration within 03 working days from the date of receipt of application. valid profile.
In case the enterprise wishes, the Business Registration Office shall issue a Certificate of change in operation registration contents of the branch, representative office or business location.
In case the branch or representative office is moved to another province or centrally run city where the branch or representative office has registered:
Upon receiving the notice of the enterprise, the Business Registration Office where the branch or representative office intends to move to shall hand over the Receipt, check the validity of the application, and issue the Certificate of branch operation registration, representative office of the enterprise and send information to the Business Registration Office where the branch or representative office was previously located.
In case the application file for change of branch business license is incomplete or invalid, the business registration agency will send feedback on the dossier and request to amend and supplement documents to comply with regulations under the law.
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Frequently asked questions
In Article 8 of Decree 144/2017/ND-CP, there are regulations on procedures for branch dissolution as follows:
The Director of the Department of Justice shall make a dossier and submit it to the President of the People’s Committee of the province for decision on the dissolution of the branch. A branch dissolution dossier includes: A report on branch dissolution and a draft Decision on branch dissolution.
Within 30 days from the day on which the application is received, the President of the People’s Committee of the province shall consider and decide to dissolve the branch.
Within 07 days from the date of receiving the decision to dissolve the Branch, the Director of the Center shall dismiss the Head of the Branch.
The branch dissolution must be announced on the local mass media with the following principal contents:
a) Name, head office address, phone number of the branch;
b) The date of issuance of the dissolution decision;
c) Date of termination of operation of the branch.
According to current regulations, the President of the People’s Committee of the province shall decide on the dissolution of the branch of the Legal Aid Center.
Pursuant to Clause 1, Article 76 of the Securities Law 2019 stipulates that a foreign securities company may establish a branch in Vietnam when it meets the following conditions:
Satisfies the provisions of Clause 2, Article 77 of this Law and has not yet established or contributed capital to a securities company or a securities investment fund management company in Vietnam owned by a foreign securities company for more than 49 years. % Authorized capital;
Specifically, Clause 2, Article 77 is as follows: Foreign organizations contribute capital to the establishment, purchase shares and contributed capital to own 100% of the charter capital of a securities company or securities investment fund management company. must meet the following conditions:
Being licensed and having operated continuously in the banking, securities and insurance sectors for 2 consecutive years prior to the year of participating in capital contribution to the establishment, purchase of shares or capital contribution;
The licensing agency of the country of origin and the State Securities Commission have signed a bilateral or multilateral cooperation agreement on information exchange, cooperation in management, inspection and supervision of securities and market activities. stock market;
Profitable business activities for 02 consecutive years prior to the year of capital contribution to the establishment, purchase of shares, contributed capital and the latest year’s financial statements must be audited with a fully accepted opinion.
The capital allocated to the branch in Vietnam must satisfy the provisions of Clause 1, Article 74 of this Law.
Conclusion: So the above is Business registration procedures for branches in Vietnam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
