A Vietnamese company that wants a second address has three options, and picking the wrong one wastes months. This note covers how to register a branch or representative office for a company already registered in Vietnam.
Before you register a branch or representative office: three units, three powers
Article 44 of the Enterprise Law defines all three in a few lines, and the differences are not cosmetic.
Branch
A branch is a dependent unit that performs all or part of the company’s functions, including authorised representation. One limit applies: its business lines must match the company’s own registered lines.
Representative office
A representative office is also a dependent unit, but a narrower one. It represents the company’s interests under authority and protects them. Crucially, Article 44(2) says it does not perform the company’s business functions.
Business location
A business location is simply a place where the company carries on specific business. It is the lightest of the three, and it needs only a notice rather than a registration.
So the test is straightforward. Revenue at the new address points to a branch or a business location. Liaison only points to a representative office.
How to register a branch or representative office
Article 45 sets the route to register a branch or representative office, and Article 30 of Decree 168/2025/ND-CP fills in the detail.
Article 45(1) allows branches and representative offices both inside Vietnam and abroad, and a company may have more than one in the same locality.
The ten-day clock
Article 30(1) of the decree starts a clock that surprises people. Within 10 days of the decision to establish, the company must file with the provincial business registration authority where the unit will sit.
The decision itself must come from the right organ. A multi-member limited liability company or a partnership decides through its Members’ Council. In a joint stock company the Board of Management decides. And in a single-member limited liability company the owner does.
What goes in the file
Article 45(2) keeps the list short: a notice of establishment, a copy of the establishment decision and of the minutes of the meeting that took it, and the legal papers of the person heading the unit.
One simplification helps. Where the company declares that person’s personal identification number under Article 11 of the decree, the file no longer needs a copy of their identity papers.
Three working days
Article 45(3) then gives the authority three working days from a valid file to issue the operation registration certificate. An invalid file gets a written notice of what to amend, and a refusal must state its reasons.
For a business location, Article 45(5) requires only a notice within 10 days of the decision. The authority updates the national database, and it will issue a certificate for the location if the company asks.
After you register a branch or representative office: the duty nobody diarises
Article 45(4) puts a short deadline on every later change. The company must register any change to the contents of the operation registration certificate within 10 days of that change.
Address, head of unit and business lines all fall inside that duty. Consequently a branch that quietly moves office and tells nobody is already in breach a fortnight later.
Keep the branch’s business lines under review as well. Because Article 44(1) ties them to the company’s own lines, a change at head office can leave a branch operating outside its scope.
How to register a branch or representative office abroad
Article 30(4) of the decree handles the outbound case, and many companies miss it entirely.
Establishment abroad follows the law of that country. However, within 30 days of actually establishing the unit, the Vietnamese company must notify the provincial business registration authority where its head office sits. A copy of the foreign registration certificate, or an equivalent document, goes with the notice.
The authority then updates the national database within three working days. Nothing else is required, which is precisely why the obligation gets forgotten.
When you register a branch or representative office, plan how it ends
Article 213(1) of the Enterprise Law, as amended by Law No. 76/2025/QH15, now lists two routes. The company itself decides to end the unit. Or a competent authority revokes the enterprise registration certificate, or the operation registration certificate of the unit.
That second route is the addition worth noting. A revocation upstream at head office now carries the dependent units with it, which matters where a group runs several branches.
Consequently the closing file belongs in the diary alongside the decision, not after it. Tax finalisation and the return of the unit’s seal both take longer than founders expect.
Foreign traders follow a different route entirely
Everything above concerns a company already registered in Vietnam that wants to register a branch or representative office of its own. A foreign trader with no Vietnamese company does not use Article 45 at all.
That route runs through Decree 07/2016/ND-CP instead. The conditions differ, the authority differs, and the timetable differs: one year of operating history for a representative office, five years for a branch, and a licence from the Ministry of Industry and Trade rather than a province in the branch case.
Mixing the two regimes is the most common mistake in this area. Check which one applies before drafting anything.
Legal basis
- Enterprise Law, Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 of 17 June 2025 — Article 44 defining the branch, the representative office and the business location, Article 45 on registration, the three-working-day rule, the ten-day duty to register changes and the notice of a business location, and Article 213(1) on ending a unit.
- Decree No. 168/2025/ND-CP of 30 June 2025 on enterprise registration — Article 11 on the personal identification number, and Article 30 on the file, the ten-day filing deadline, the three-working-day issue and the thirty-day notice for a unit established abroad.
- Decree No. 07/2016/ND-CP of 25 January 2016 — the separate regime where a foreign trader, rather than a Vietnamese company, opens a representative office or branch.
Decided cases are published on case.unilaw.vn. Company structures sit with our Vietnam corporate lawyers and foreign entry with our Vietnam investment lawyers. See also our notes on the Vietnam representative office for foreign traders and on starting a business in Vietnam.
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