Vietnam: Are foreign-invested enterprises establishing branches or representative offices outside their headquarters required to have investment projects?
- Are foreign-invested enterprises establishing branches or representative offices outside their headquarters required to have investment projects?
- What are the regulations on the registration of branches or representative offices in Vietnam?
- What does the application for registration of branches or representative offices in Vietnam include?
Are foreign-invested enterprises establishing branches or representative offices outside their headquarters required to have investment projects?
According to the provisions of Clauses 2 and 3, Article 64 of Decree 31/2021/ND-CP as follows:
- A foreign-invested business organization is entitled to adjust the contents of enterprise registration at the business registration authority without necessarily having an investment project. The addition of business lines by the foreign-invested business organization must satisfy market access conditions (if any) applied to a foreign investor.
- A foreign-invested business organization is entitled to establish branches, representative offices, and business locations outside its headquarters without necessarily having an investment project. Applications and procedures for the establishment of a branch, representative office or business location of the business organization shall comply with regulations of law on enterprises or other law corresponding to each type of business organization.
Thus, according to the above regulations, a foreign-invested business organization in Vietnam is entitled to establish branches, representative offices and business locations outside its headquarters without necessarily having an investment project. In addition, the foreign-invested business organization is also entitled to adjust the contents of enterprise registration at the business registration authority without necessarily having an investment project.
What are the regulations on the registration of branches or representative offices in Vietnam?
The registration of branches or representative offices of enterprises in Vietnam is specified in Article 45 of the Enterprise Law 2020 as follows:
- An enterprise may establish branches or representative offices in Vietnam and other countries. An enterprise may have more than one branch and representative office in an administrative division.
- When establishing a domestic branch/representative office, the enterprise shall submit an application for branch/representative office registration to the business registration authority in charge of the area where the branch/representative office is established.
- 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 Branch/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 an explanation if the application is rejected.
- The enterprise shall apply for revision of the Certificate of Branch/Representative Office Registration 10 days from the day on which a change occurs.
What does the application for registration of branches or representative offices in Vietnam include?
Documents and procedures for registration of branches or representative offices and notification of the establishment of business locations in Vietnam are specified in Article 31 of Decree 01/2021/ND-CP as follows:
Documents and procedures for registration of branches or representative offices, and notification of establishment of business locations
1. Application for registration of branch/representative office:
The enterprise shall send the application for registration of branch/representative office to the Business Registration Office of the province where the branch/representative office is situated. The application includes the following documents:
a) A notification of establishment of branch/representative office signed by the enterprise’s legal representative;
b) 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/representative office;
c) Copies of legal documents of the person who is the head of branch/representative office.
2. Notification of establishment of business location:
a) An enterprise may establish business locations at places other than those where it is headquartered or its branch is located;
b) Within 10 working days from the date of establishment of a business location, the enterprise shall send a notification thereof to the Business Registration Office of province where the business location is situated;
c) A notification of establishment of business location shall be signed by the enterprise’s legal representative if it is affiliated to the enterprise or by the branch’s head if it is affiliated to the branch.
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According to the above regulations, the application for registration of branches or representative offices in Vietnam includes the following documents:
- A notification of the establishment of a branch/representative office signed by the enterprise’s legal representative;
- The copy of the resolution or decision and the copy of the minutes of the 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 the establishment of branch/representative office;
- Copies of legal documents of the person who is the head of the branch/representative office.
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