Establishing Branch of foreign company in Vietnam

  1. What is Branch of foreign company in Vietnam?

A branch is a subsidiary of an enterprise, which is responsible for performing all or a part of the functions of an enterprise, including an authorization function. Fields of the branch must be suitable with the fields business of that company. Branches have the right to sign economic contracts on behalf of the branch, stamp the branch seal.

  1. Conditions for establishing a branch of a foreign company in Vietnam

– Being a trader recognized by the law of the country where such trader is established or registered for business.

– Has been operating for not less than 05 years since its establishment or legal business registration.

Mọi vấn đề thắc mắc về Pháp Luật đều sẽ được giải đáp và tư vấn

  1. Dossiers for establishing the foreign company’s branch in Vietnam
  2. A request for establishment branch License
  3. A copy of the branch’s operating regulation, therein clearly define the scope of authorization for the branch’s head.
  4. A copy of the business registration certificate or other equivalent document of the foreign trader is confirmed by a competent authority of the locality where the foreign trader is established or registered for business.

In cases the business registration certificate or other equivalent documenthas the duration of operation of the foreign trader, this period must be at least 3 years;

  1. Audited financial statements or otherequivalent value documents which prove the existence and actual activities of foreign traders in the latest fiscal year.

Note: The papers defined at b, c and d above must be translated into Vietnamese and certified by Vietnamese diplomatic missions and consular offices in foreign countries and consular legalized under Provisions of Vietnamese law.

  1. The work completed byDai Ha Law

– Reviewing all necessary documents provided by the foreign merchant for the establishment of the branch, providing advice and  recommendsomenecessary changes to adjust the documents to follow the provisions of Vietnamese law

– Translating all documents provided by the foreign trader to Vietnamese (if any);

– The representative of the foreign trader will submit the dossiers to the competent agency;

– The representatives of the foreign trader will contact with the competent agencies in the process of evaluating the dossier;

– Notifying foreign traders of all information relating to the dossier evaluation process;

– Assisting foreign traders in modifying and supplementing dossiers following request of the dossier (if any);

– Receiving establishment certificates of branch and sending to customers;

– Registering the legal entity seal and registering the tax for the branch;

  1. The agency issuing an establishment certificate of a foreign company’s branch in Vietnam

The Ministry of Industry and Trade will issue, re-issue, amend, supplement or extend license for the establishment of a branch.

  1. Some cases which branch licenses are not issued

The agenciesissuing the branch establishment licenses will not issue licenses to a foreign trader in the following cases:

– Foreign traders fail to fully satisfy theconditions specified in Clauses 1 and 2, Article 4 of Decree No. 72/2006 / ND-CP.

– Foreign traders are only trading in goods and services on the list of banned goods and services in accordance with the law of Vietnam.

– Foreign traders applying for a branch establishment permit within 02 years from the date of revocation of a branch license in Vietnam specified in article 28.2 of Decree 72/2006 / ND. -CP.

– Some evidence shows that the establishment of the branch causes some disadvantagesto national defence, security, social security, historical traditions, culture, ethics, Vietnamese customs and health, destroying resource and environment.

– The invalid dossiers and dossierswhich do not supplement documents following the request of the competent licensing agency.

– Other cases are defined by law.