An Law Viet Nam Company Limited

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An Law Viet Nam Company Limited
Enterprise Consulting

Establishment Of Branches, Business Locations, and Representative Offices Of The Enterprise

During operation, many places take part in business activities besides headquarters. These locations must be registered to operate as the Branch, the business location, or the Representative Office of the Enterprise. It depends on the operating purpose of each site.

  1. A branch is a dependent unit of an enterprise. It is responsible for performing all or part of the enterprise’s functions (including the role of authorized representation). The branch’s business line must be consistent with the enterprise’s.

  2. The representative office is a dependent unit of an enterprise. Its primary responsibility is representing the benefits of the enterprise (according to authorization) and protecting those benefits. Representative offices are not allowed to perform business functions of the enterprise.

  3. Business location is the place where an enterprise conducts specific business activities.

Name the branch, representative office, and business location:

  1. Names of departments, representative offices, and business locations must be written in Vietnamese letters and the letters F, J, Z, W…, numerals, and symbols).
  2. The name of the branch, representative office, and business location must include the business name accompanied by the phrase “Branch” for components, the phrase “Representative office” for representative offices, and the phrase “Business location” for business location.
  3. The phrases “company” or “enterprise” are prohibited from being used in the name of the branch, representative office, or business location.

Legal documents related to business establishment registration in Vietnam:

  1. Enterprise Law (2020).
  2. Decree 01/2021/ND-CP on business registration.
  3. Circular 02/2023/TT-BKHDT amending Circular 01/2021/TT-BKHDT guiding on business registration.
  4. Circular 01/2021/TT-BKHDT driving on business registration issued by the Ministry of Planning and Investment.

Application for registration of branch and representative office operations:

  1. Notification of establishment (abided by the form) of departments and representative offices;
  2. Copies of resolutions, decisions, and copies of meeting minutes of the Board of Members/Board of Directors/company owners on the establishment of branches and representative offices;
  3. Chairman’s legal document copies of branches or representative offices.

Announcing the establishment of a business location documents:

  1. Notice of establishment of business location (abide by the form).
  2. Chairman’s legal document copies of branches or representative offices.

Application procedure:

  1. Documents to register the operation of a branch, representative office, and dossier to notify the establishment of a business location shall be submitted to the Business Registration Office (Department of Planning and Investment) at the place where those are located (industrial park with businesses established in the industrial park).
  2. Within 03 working days of receiving valid documents, the Business Registration Office will issue the Certificate of Registration for branch or representative office operations. They also update this information on the National database.

Provided that the enterprise needs it, the Business Registration Office will issue the Business Location Registration Certificate to the enterprise.
If the dossier is invalid, the Business Registration Office will notify the enterprise in writing of the content that needs to be amended or supplemented.

Note: Enterprises need to choose the appropriate registration for their location of operation:

  1. If the business location is located in the same province/city as the Company’s headquarters or branch and at a location with production and business activities, establishing a “branch” or “business location” is the preferred choice.
  2. If the operating location is located in a different province/city from the Company’s headquarters, or there is no branch/business location in that province/city working there, it is required to establish a “branch”.
  3. If the location has no production or business activities (performing representative duties such as receiving warranty goods, receiving quality complaints, performing trade promotion activities such as goods exhibitions, etc… is still accepted), The Representative Office can be chosen to establish.

After registering the location, the business also needs to carry out related procedures such as declaring and paying taxes, hanging signs, declaring social insurance, as well as making a seal (if the location has its own seal).
Should you have any questions regarding the above allowances, please don’t hesitate to contact An Luat Viet Nam for support and advice. Our Company, with a team of experienced lawyers and consultants, will advise customers to complete registration documents and procedures to open a Branch/Business location/representative. We significantly ensure legal safety and legitimate interests for all customer activities.