By Lawyer Le Phuong Thanh – UniLaw LLC

How to Register a Branch or Representative Office for the Registered Company in Vietnam

Expanding a business footprint within the vibrant Vietnamese market is a strategic milestone for any investor. Whether you are a domestic enterprise or a foreign-invested entity, the question of How to Register a Branch or Representative Office for the Registered Company in Vietnam becomes central to your growth strategy. This process, governed by vietnam company law, involves navigating complex administrative procedures and ensuring strict compliance with the vietnam enterprise law. At Unilaw, our vietnam corporate lawyer team has guided numerous multinational corporations through these hurdles, ensuring their legal presence is established smoothly across various provinces.

Lessons from Practice: The Expansion of a Global Testing Leader

The Situation: The company aimed to establish a petrochemical laboratory branch in the Van Phong Economic Zone. This was not a simple registration; it required a legal service in vietnam that could handle a “dual-track” process. Under the older legal framework, the company operated under an Investment Certificate that also served as a Business Registration. However, with the introduction of the Law on Enterprises 2014 and 2020, they needed to split these certificates while simultaneously registering new operational units. Furthermore, each branch required a unique 13-digit tax code, its own specialized operational seals (for inspection and lab results), and the registration of the head of the branch.

The Legal Challenges: The Licensing Authorities in Ho Chi Minh City and Khanh Hoa had differing requirements. In HCMC, the Department of Planning and Investment (DPI) questioned the “legal status” of the leased premises, requiring proof that the landlord (a logistics company) was permitted to sub-lease space for laboratory purposes rather than just warehousing. In Khanh Hoa, the Management Board of the Economic Zone required a detailed Feasibility Study for the branch’s specific project before granting the modified Investment Registration Certificate (IRC).

The Verdict and Result: Through the diligent intervention of a vietnam corporate lawyer, the company successfully synchronized its registrations. UNILAW drafted the internal resolutions and decisions for the Board of Directors, ensuring the appointment of the Branch Heads was legally sound. We negotiated with the landlords to provide valid building permits and fire safety certificates, which were mandatory for the DPI to approve the branch addresses. Consequently, a global testing and certification client was granted the Certificate of Branch Operation Registration for multiple locations, obtained 13-digit tax codes, and secured the 50% Personal Income Tax reduction incentives for its employees working in the Van Phong Economic Zone. This case underscores that registration is not just about filing forms; it is about demonstrating the legal and financial coherence of the expansion.

Defining the Dependent Units: Branch vs. Representative Office

Before diving into the “how-to,” a company must decide which legal form best suits its objectives. The vietnam enterprise law provides clear distinctions.

Article 44 of the Law on Enterprises 2020 defines these units as follows:

“1. A branch is a dependent unit of an enterprise and has the task of performing all or part of the functions of the enterprise, including the function of authorized representation. The business lines of a branch must be consistent with the business lines of the enterprise.”

Plain English: A branch is like an arm of your company that can actually do business, sign contracts, and make money, but it must only do the things your main company is already allowed to do.

“2. A representative office is a dependent unit of an enterprise and has the task of representing the interests of the enterprise under authorization and protecting those interests. A representative office does not perform the business functions of the enterprise.”

Plain English: A representative office is strictly for “showing your face”—it can do marketing, research the market, and help with communications, but it is strictly forbidden from selling anything or signing commercial sales contracts directly.

“3. A business location is a place where an enterprise conducts specific business activities.”

Plain English: A business location is the simplest form, usually just an extra store or warehouse, and it doesn’t have the “representative” powers that a branch does.

Eligibility Conditions for Establishing Dependent Units

Under vietnam corporate law, any enterprise legally registered in Vietnam has the right to establish branches and representative offices, both domestically and abroad. Article 45 of the Law on Enterprises 2020 states:

“1. An enterprise has the right to establish branches and representative offices at home and abroad. An enterprise may place one or more branches and representative offices in one locality according to administrative boundaries.”

Plain English: You can open as many branches or offices as you want, and you can even have multiple branches in the same city if your business needs them.

For foreign-invested enterprises (FIEs), the process is slightly more nuanced because the branch’s activities must align with the parent company’s Investment Registration Certificate (IRC). If the new branch involves a new “investment project” (such as building a new factory), a separate IRC might be required before the branch operation certificate is issued.

The Dossier Requirements for Branch Registration

When you seek legal service in vietnam for branch registration, your lawyer will ask for a specific set of documents. According to Article 31 of Decree 01/2021/ND-CP, the dossier must include:

“a) A notification of the establishment of the branch or representative office signed by the legal representative of the enterprise;”

Plain English: This is a formal letter to the government officially telling them you are opening a new branch.

“b) A copy of the resolution or decision and a copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, or a partnership; of the Board of Directors for a joint-stock company; or a resolution or decision of the owner of the company for a single-member limited liability company regarding the establishment of the branch or representative office;”

Plain English: You must prove that the owners or directors of the company had a meeting and officially agreed to open this new location.

“c) A copy of the personal legal document of the head of the branch or representative office.”

Plain English: You need a certified copy of the ID card or passport of the person you are putting in charge of the branch.

Specific Dossier for Representative Offices

The requirements for a Representative Office (RO) are virtually identical to those of a branch. However, the vietnam enterprise law emphasizes the non-profit nature of the RO. If the RO is for a foreign trader (a company established outside Vietnam), the rules shift from the Law on Enterprises to the Law on Commerce and Decree 07/2016/ND-CP.

For a foreign trader’s RO, the requirements include:

• Application Form: Using the standard template (Form MD-1).
• Business Registration of the Parent: Must be legalized by the Vietnamese Embassy in the home country.
• Audited Financial Reports: The parent company must provide its latest audited financial statements to prove it is a stable, ongoing business.
• Appointment Letter: Officially naming the Head of the RO.

Note: A common pitfall in vietnam corporate law is appointing someone as the Head of the RO who is already the legal representative of the parent company abroad. Article 33 of Decree 07/2016/ND-CP restricts such dual roles to ensure independent accountability.

The Step-by-Step Registration Procedure

Modern vietnam company law has moved toward digitalization. The procedure for How to Register a Branch or Representative Office for the Registered Company in Vietnam follows these steps:

Step 1: Internal Approval and Documentation

The company must draft meeting minutes and resolutions. As seen in the a Japanese-invested distribution client case, ensuring the signature of the Chairman of the Board of Members and the seal of the company are correctly placed is vital to avoid rejection.

Step 2: Online Submission via the National Portal

Under Decree 01/2021/ND-CP, dossiers are typically submitted through the National Business Registration Portal (dangkykinhdoanh.gov.vn).

“The person submitting the dossier shall declare information, upload electronic documents, sign and authenticate the enterprise registration dossier via the electronic information network…”

Plain English: Instead of going to a government office first, you upload everything to a website and sign it with a digital signature.

Step 3: Administrative Review

The Department of Planning and Investment (Business Registration Office) has 03 working days to review the file.

“Within 03 working days from the date of receipt of a valid dossier, the Business Registration Office shall issue the Certificate of Registration of Branch or Representative Office Operation…”

Plain English: If your papers are perfect, the government must give you your certificate within three days.

Step 4: Receiving the Results and Physical Filing

Once the online notification of “validity” is received, the applicant may need to submit the physical hard copies to receive the original paper certificate.

Post-Registration Obligations and Compliance

Securing the certificate is only half the battle. A vietnam corporate lawyer will advise on several “Day 1” tasks to avoid administrative fines, which can range from 5 million to 30 million VND for non-compliance.

1. Tax Registration and 13-Digit Tax Code

Every branch is assigned a 13-digit tax code derived from the parent’s 10-digit code. The company must register the accounting form (dependent vs. independent).

“An enterprise registration certificate is also a tax registration certificate of the enterprise.”

Plain English: Your business license and your tax ID are now combined into one single document for convenience.

2. Seal Carving and Announcement

Under the current vietnam enterprise law, companies have more freedom with seals.

“An enterprise shall decide on the type, quantity, form, and content of the seal of the enterprise, branch, or representative office…”

Plain English: You can choose how many stamps you need and what they look like, but you still need to use them for official contracts.

3. Public Announcement

Within 30 days of establishment, the operation of the branch or RO must be announced on the National Business Registration Portal or a major newspaper.

Expansion into Special Sectors: Law, Banking, and Insurance

The standard vietnam enterprise law does not always apply to specialized fields. For example, if a foreign law firm wants to open a branch, they must follow the Law on Lawyers and register with the Ministry of Justice, not the DPI.

Article 79 of the Law on Lawyers states:

“Within sixty days from the date of being granted a license for establishment, a branch or a foreign law firm must register its operation at the Department of Justice in the locality where its head office is located.”

Plain English: Law firms have a special process where they must check in with the local Department of Justice after getting their main license from the Ministry.

Similarly, for banking, a foreign commercial bank branch requires the parent bank to have total assets of over 20 billion USD. For insurance, a foreign non-life insurer opening a branch must have at least 7 years of experience and profitable operations for the last 3 years.

The Risks of Unauthorized Changes and Disputes

The minority partner had to file an “Urgent Request to Block Registration Changes” with the DPI to prevent the other side from taking control of the branch seals and certificates. This highlights that the registration system is vulnerable if internal controls are weak. A vietnam corporate lawyer should always ensure that the Branch Manager’s authority is clearly defined in a Power of Attorney (POA) to prevent the parent company from being held liable for unauthorized branch activities.

Article 92 of the Civil Code (referenced in court guidance) clarifies:

“…in the lawsuit petition… after writing the name and address of the legal entity, the name and position of the head of the representative office or branch of the legal entity, the authorization document, and the position of the legal representative of the legal entity must be written.”

Plain English: If your branch goes to court, you must clearly show exactly who has the legal permission from the main company to be there and speak for the business.

Conclusion: Strategic Expansion with Professional Support

Navigating How to Register a Branch or Representative Office for the Registered Company in Vietnam requires more than just administrative paperwork. It requires a strategic understanding of vietnam corporate law to ensure that your expansion is not only fast but also legally bulletproof. From selecting the right location to managing 13-digit tax codes and resolving internal management disputes, the process is multifaceted.

At Unilaw, we provide comprehensive legal service in vietnam, acting as your vietnam corporate lawyer to handle everything from initial feasibility studies to post-registration tax compliance. Our experience with global clients like a global testing and certification client, a Japanese-invested distribution client, and Knauf ensures that your business journey in Vietnam is built on a foundation of legal excellence.

Whether you are setting up your first RO in Hanoi or your tenth branch in the Mekong Delta, let Unilaw be your guide in mastering the vietnam enterprise law landscape.