Under the provisions of Clause 7, Article 3 of the 2005 Commercial Law “Vietnam-based branch of a foreign trader means a dependent unit of the foreign trader, which is established and conducts commercial activities in Vietnam under the provisions of Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting party.”
Branches shall provide services other than those specified in specialized legislative documents.
Branches are allowed to operate in fields having requirements for operation only if they satisfy all such requirements promulgated by respective laws.
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I. Requirements for grant of Licenses for Establishment of branches
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Foreign businesses shall be granted Licenses for Establishment of branches if they satisfy the following requirements:
- 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;
- The foreign trader has come into operation for at least 05 years from the date of establishment or registration;
- The Certificate of Business registration or equivalent document is valid for at least 01 more years from the date of submission of the application;
- The scope of operation of the branch is conformable with Vietnam’s Commitments to market access stipulated in treaties to which Vietnam is a signatory shall be consistent with lines of business of the foreign trader;
- Where the businesses of the branches are inconsistent with Vietnam’s Commitments or the foreign trader is not located in one of the countries or territories being parties to treaties to which Vietnam is a signatory, the branches can be established only if they obtain the prior consent of the relevant Minister for the establishment of the branches.
II. Applications for Licenses for Establishment of branches
An application for the license for establishment of the branch of a foreign trader shall include :
- An application form for a license for establishment of the branch and signed by a competent representative of the foreign trader;
- Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;
- A letter of appointment of the head of the branch;
- Copies of audited financial statements or certificates of the fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;
- Copies of the branch charter;
- Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the branch;
- Documents on the expected location of the branch.
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III. Procedures for Licenses for Establishment of branches of foreign traders
- The foreign trader shall submit their application to the licensing agency where the branches are expected to be located directly or by post or online (where applicable).
- The licensing agency shall examine such an application and request the applicant to complete their application within 03 working days from the date of receipt of the application (if the application is incomplete). The request for supplementation to the application shall be made only once during the processing of such an application.
- The licensing agency shall send the applicant a written notification of whether the license or establishment of the branch is granted or not within 07 working days from the date of receipt of the valid application.
IV. The power to grant Licenses for the Establishment of branches
The Department of Industry and Trade of the province shall have the power to grant the License for Establishment of branches in case the establishment of such branches has not been prescribed by specialized legislative documents.
V. Effective periods of Licenses for Establishment of branches
The License for Establishment of the branch shall be valid for 05 years but not exceeding the remaining effective period of the Certificate of Business Registration or the equivalent (for documents having expiry date)
- Each foreign trader shall not establish more than one branch that has the same name within a province or centrally-affiliated city (hereinafter referred to as “province”).
- Foreign traders shall be legally responsible for the entire operations of their branches in Vietnam.
- For foreign language documents and components: Traders are requested to translate into Vietnamese and certify them according to the provisions of Vietnamese law; Must be certified or consular legalized by overseas diplomatic missions or consulates by the law of Vietnam.
- Branches shall not lend or sublet their offices.
VI. Legal basis
- Commercial Law No. 36/2005 / QH11 dated June 14, 2005
- Decree No. 07/2016 / ND-CP dated January 25, 2016 detailed regulations on establishment of representative offices or branches of foreign traders in Vietnam under laws on commerce
- Circular No. 11/2016 / TT-BCT dated July 5, 2016 of the Ministry of Industry and Trade on forms prescribed in decree no. 07/2016/ND-CP dated January 25, 2016 of the government on guidelines for the law on commerce in terms of representative offices and branches of foreign traders in Vietnam