Registration of branches and representative offices under Viet Nam law

by Hà Ngọc

Enterprise can operate its business through activities of branches and representative offices. Viet Nam law has regulation on registration of branches and representative offices. Let’s find out this issue through the following scenario: “Dear lawyer! How can branches and representative offices be understood under Viet Nam law? How to register branches and representative offices? Thanks for your consulting!”

Viet Nam Law on Enterprises

What is an enterprise?

The definition of an enterprise is specified in Clause 10, Article 4 of Law on Enterprise 2020, whereby: “Enterprise means an organization that has a proper name, assets, premises, is established or registered in accordance with law for business purposes.”

As can be seen, the enterprise has the following characteristics:

– Enterprise is an organization. Only an entity that is an organization can be considered an enterprise. Individuals who eventhough carry out business activities cannot be considered an enterprise.

– Has its own proper name, property, and premises. This feature shows the independence of an enterprise. The proper name helps enterprises to easily participate in transactions as well as distinguish them from other entities. Enterprise property is the physical basis for the enterprise to carry out production and business activities. Premises is a necessary element, is a place to perform some activities of the business.

– The enterprise is established or registered for establishment in accordance with the law. This shows that when an enterprise wants to operate in Vietnam, first of all, it must have the permission, recognition and management of the State without being set up or operating arbitrarily.

– The purpose of enterprise operation is for business purposes. Enterprise is a type of organization besides many other organizations that are regulated by law such as political organizations, social organizations, socio-political organizations, etc. This is an important characteristic to distinguish enterprise with other entities.  Enterprises mainly operate towards the purpose of making a profit, enriching themselves, the owner when investing in.

According to the Enterprise Law 2020, inheriting the previous legal regulations, currently enterprises include the following four types: private enterprises, partnerships, limited liability companies, joint-stock companies. Thus we can answer the question if  enterprise and company are the same? Enterprise has broader connotations than company. Company refers to types of enterprises  that are: Partnerships, Limited Liability Companies, Joint-Stock Companies. All types of companies are considered as enterprises. But not every type of enterprises is considered as a corporation, in particular private enterprise is not considered a company.

What are branches, representative offices and business locations of an enterprise?

A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including authorized representative. The business lines of a branch shall match those of the enterprise. Vietnam-based branch of a foreign trader means a dependent unit of the foreign trader, which is established and conducts commercial activities in Vietnam under the provisions of Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting party.

A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business. Vietnam-based representative office of a foreign trader means a dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market survey and a number of commercial promotion activities permitted by Vietnamese law.

A business location of an enterprise is the place at which specific business operations are carried out.

Registration of branches and representative offices under Viet Nam law
Registration of branches and representative offices under Viet Nam law

Registration of branches and representative offices;

An enterprise may establish branches and representative offices in Vietnam and other countries. An enterprise may have more than one branch and representative office in an administrative division.

When establishing a domestic branch/representative office, the enterprise shall submit an application for branch/representative office registration to the business registration authority in charge of the area where the branch/representative office is established. The application includes the following documents:

– A notification of establishment of branch/representative office signed by the enterprise’s legal representative;

– The copy of the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the copy of the resolution or decision of the owner of the single-member limited liability company on establishment of branch/representative office;

– Copies of legal documents of the person who is the head of branch/representative office.

Within 03 working days from the receipt of satisfactory application, the Business Registration Office shall issue the certificate of branch/representative office registration, and update information about the business location on the National Enterprise Registration Database. The Business Registration Office may issue a certificate of registration of business location to the enterprise at its request. If the application is unsatisfactory, the Business Registration Office shall notify the enterprise of necessary revisions.

The enterprise shall apply for revision of the Certificate of Branch/Representative Office Registration 10 days from the day on which a change occurs.

Establishment of overseas branches/representative offices shall comply with the law of the host country. Within 30 working days from the official establishment date of an overseas branch/representative office, the enterprise must send a written notification thereof to the Business Registration Office of province where it is headquartered. This notification must be accompanied by the copy of the certificate of registration of the branch/representative office or another document of equivalent validity. The Business Registration Office shall update information about the branch/representative office on the National Enterprise Registration Database within 03 working days from the receipt of the notification.

Notification of establishment of business location

An enterprise may establish business locations at places other than those where it is headquartered or its branch is located;

Within 10 working days from the date of establishment of a business location, the enterprise shall send a notification thereof to the Business Registration Office of province where the business location is situated;

A notification of establishment of business location shall be signed by the enterprise’s legal representative if it is affiliated to the enterprise or by the branch’s head if it is affiliated to the branch.

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If you need any further information, please contact  LSX Law firm: at +84846175333 or Email: hoangson@lsx.vn

Frequently asked questions

May an enterprise establish branches and representative offices in other countries?

Yes! An enterprise may establish branches and representative offices in Vietnam and other countries.

May an enterprise have more than one branch?

Yes! An enterprise may have more than one branch in an administrative division.

May an enterprise have more than one representative office?

Yes! An enterprise may have more than one representative office in an administrative division

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