Establishing a branch or representative office is one of the options available to enterprises when they grow and want to expand their market. However, unlike a representative office, a branch allows the enterprise to carry out trading activities within the scope approved by the enterprise (unless otherwise provided by law) and can account for accounting independently of the enterprise. Following that, Hong Bang Law Firm would like to provide advice on the procedures for registering enterprise branch:
Legal basis
- Vietnam’s law on enterprises 2020;
- Decree No. 01/2021/ND-CP on enterprise registration;
- Circular No. 01/2021/TT-BKHDT guidance on enterprise registration;
- Circular No. 47/2019/TT-BTC on amounts, collection, payment, management and use of fees for providing information about enterprises, charges for business registration.
Overview of Branch
Pursuant to Clause 1, Article 44 of the Enterprise Law 2020,
“1. 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.“
In terms of branch placement, firms may establish one or more branches or representative offices in a locality based on the boundaries of the local administrative unit, as well as branches both at home and abroad.
Businesses should pay attention to naming a branch that includes the company name followed by the phrase “Branch.” It should also be highlighted that the branch’s business lines must be consistent with the enterprise’s business lines.
The branch is a dependent unit of the firm that has its own tax code but no legal status. When registering branch operations, businesses can select the type of accounting to use, such as independent accounting or dependent accounting.
Procedure
In case of registration via electronic network using business registration account
- Applicants use business registration accounts to declare information, download electronic documents and sign enterprise registration dossiers via electronic information networks and pay business registration fees and charges according to the process on the national portal on enterprise registration (https://dangkykinhdoanh.gov.vn). In case of authorizing the implementation of business registration procedures via an electronic information network using the Business Registration Account, the authorization document must have contact information of the authorized person to verify the submission of the enterprise registration dossier via the electronic information network.
- After completing the submission of the application, the applicant will receive the enterprise registration dossier receipt via the electronic information network.
- The Business Registration Department grants enterprise registration to the enterprise in case the dossier is eligible and notified the enterprise of the issuance of enterprise registration. In case the dossier is not eligible, the Business Registration Office shall send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.
In case of registration in person or through the postal service
- Enterprises shall submit dossiers for registration of branch operations or representative offices at the Business Registration Office where branches and representative offices are located.
- Within 03 working days from the receipt of the application, the business registration authority shall consider the validity of the application and decide whether to issue a Certificate of Representative Office Registration. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is not satisfactory or inform the applicant and provide explanation if the application is rejected.
Dossier
- A notification of establishment of branch 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;
- Copies of legal papers of individuals for heads of branches and representative offices;
In case of authorizing individuals to carry out business registration procedures, it is necessary to add to the dossier:
- Written authorization letter for individuals to carry out procedures related to business registration. This authorization document is not required to notarized or certified;
- Copies of the authorized individual’s legal papers.
In case of registration of operations of foreign bank branches or other foreign organizations with banking activities, additional provisions should be added: Copies of licenses or written approvals issued by the State Bank of Vietnam.
In case of registration of branch operations of securities companies, securities investment fund management companies need to be added: Copies of establishment and operation licenses or copies of documents of approval of the State Securities Commission
Competent authority and time of implementation
Competent authority: Business Registration Department under the Department of Planning and Investment.
Time of implementation: Within 03 (three) working days, from the receipt of a full valid dossier.
Services of Hong Bang Law Firm
- Advise on the appropriate type of business for clients;
- Draft, prepare and check the validity of the dossier;
- Work with state authorities;
- On behalf of the customer to receive the results;
- Hand over the results to the customer.
If you need more detailed advice and answers as well as how to access this service, please contact directly our 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
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