Hong Bang Law Firm is a company with nearly 10 years of experience of consulting in foreign investment areas. We have supported a number of foreign investors in establishing companies or branches or representative offices of a foreign company to carry out investment and business activities in Vietnam.

According to the provisions of the Commercial Law 2005, a branch of a foreign trader in Vietnam is a dependent unit of the foreign trader, established and conducting commercial activities in Vietnam in accordance with the laws of Vietnam or international treaties to which the Socialist Republic of Vietnam is a signatory. The establishment of a branch is not only meaningful to help expand business, access new markets, but also boost the development of the brand.  

Therefore, Hong Bang Law Firm would like to share some necessary information about the procedure for establishing a branch of foreign company in Vietnam. 

Legal basis

• Commercial Law 2005;
• Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam;
• Circular No. 11/2016/TT-BTC guiding Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam.

Requirements

Foreign traders need to meet the following conditions to be issued Establishment of  branch in Vietnam:

• The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
• Foreign traders have operated for at least 05 years from the date of establishment or registration;
• The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;
• The operation contents of the branch must be consistent with Vietnam’s commitment to open the market in international treaties to which Vietnam is a signatory and with the business lines of foreign traders;
• In case the operation content of the branch is not consistent with the commitments of Vietnam or the foreign trader is not a member of a country or territory participating in an international treaty to which Vietnam is a  signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.

Procedures 

Step 1: Submit your application

Foreign traders submit dossiers to the Ministry of Industry and Trade.

Step 2: Receive and process the application

Within 03 working days from the date of receipt of the application, , the licensing agency shall examine and request additional documents if the application is incomplete or invalid. The request for additional records is made at most once during the processing of the application.

In case the operation of the branch is inconsistent with the commitments of Vietnam or the foreign trader is not a member of a country or territory participating in an international treaty to which Vietnam is a signatory and the establishment of the branch is not yet specified in specialized legal documents, the licensing agency shall send a written request to the specialized management ministry for opinions.

Step 3: Receiving the result

Within 07 working days from the date of receipt of complete and valid dossiers, the licensing agency shall grant or refuse to grant a branch establishment license to the foreign trader. In case of refusal, there must be a written explanation clearly stating the reason.

Dossier

• An application form for a branch establishment license, made according to the form of the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;
• A copy of the business registration certificate or equivalent document of the foreign trader;
• The document of the foreign trader appointing/appointing the head of the branch;
• A copy of the audited financial statement or a written certification of the fulfillment of tax or financial obligations in the latest fiscal year or a paper of equivalent value issued by a competent agency or organization where the trader is located. established foreign traders, or certify and prove the existence and operation of foreign traders in the latest fiscal year;
• A copy of the branch’s operating charter;
• Notarized copy of passport or ID card or citizen identification card of the head of the branch;
• Documents on the proposed location of the branch office, including: A copy of the memorandum of understanding or agreement to rent the location or a copy of the document proving that the trader has the right to exploit and use the location to locate the head office of the Branch. 

Note: Papers issued or certified by a competent foreign agency must be consular legalized in accordance with Vietnamese law and translated into Vietnamese; Translations and copies must be notarized in accordance with Vietnamese law. 

Services provided by Hong Bang Law Firm 

When foreign investors first come to Vietnam, there will be many difficulties about the legal procedures and business methods. Understanding this issue, the team of lawyers and consultants of Hong Bang Law are not only equipped with highly specialized knowledge of policies, legal regulations and investment environment in Vietnam, but also have good foreign language skills when advising clients.

Hong Bang Law Firm will accompany customers from the first stage, with consulting support services such as:

• Consulting on requirements for branch establishment;
• Consulting on the operation structure of the branch in accordance with the law of Vietnam;
• Advising on business conditions of the lines of business that the branch has registered to operate, the branch’s rights and obligations.
• Consulting on specific financial and accounting contents for branches of foreign companies…

In addition, Hong Bang Law Firm will prepare all documents and conduct all relevant legal procedures for the Clients:

• Prepare complete dossiers, carry out consular legalization of documents in accordance with the law.
• Prepare documents and represent customers to apply for registration of establishment of branches of foreign companies in Vietnam;
• Continuously update and monitor information about the application, solve all problems in the process of carrying out the procedures;
• Receive an operation registration certificate for customers. 

If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

Wishing you and your family good health, peace and success!

Best regards!