Instructions for registering the operation of a branch for a sole proprietorship in 2024 in Vietnam

1. Conditions for registering the operation of a branch for a sole proprietorship in 2024

The Annex II of the Decision 885/QD-BKHDT issued by the Ministry of Planning and Investment promulgates the requirements and conditions for registering the operation of a branch for a sole proprietorship.

- The registration dossier for a business will be accepted to enter information into the National Business Registration Information System when it meets the following conditions:

+ It has all the documents as prescribed in Decree 01/2021/ND-CP;

+ The name of the branch or representative office is set according to the provisions of Article 40 of the Law on Enterprises 2020;

+ It has a contact address for the person submitting the business registration dossier;

+ It has paid the registration fee for business according to regulations.

- A business registration dossier submitted online will be approved when it meets all of the following requirements:

+It has all the documents and the content of those documents are fully declared in accordance with the regulations as for the paper dossier and are presented in electronic form. The name of the electronic document must be the same as the name of the document type in the paper dossier. The person with the authority to sign the request for business registration or other individuals who sign the business registration dossier may use a digital signature to sign directly on the electronic document or sign directly on the paper document and scan the paper document according to the formats prescribed in Clause 2, Article 43 of Decree 01/2021/ND-CP;

+ The business registration information declared on the National Business Registration Information Portal must be complete and accurate in accordance with the information in the paper dossier; includes information about the phone number and email address of the person submitting the dossier;

+ The business registration dossier submitted online must be authenticated using a digital signature or the Business Registration Account of the person with the authority to sign the request for business registration or the person authorized by the person with the authority to sign the request for business registration to carry out the business registration procedure. In the case of authorizing the execution of the business registration procedure, the business registration dossier must be accompanied by the documents and materials prescribed in Article 12 of Decree 01/2021/ND-CP.

- A business is not required to seal the notification of the registration of a branch, representative office, resolution, decision, minutes of the meeting in the business registration dossier. The sealing of other documents in the business registration dossier is carried out in accordance with the relevant laws.

- Implementing agency: Business Registration Department - Department of Planning and Investment.

- Subject of administrative procedure: Individuals, organizations.

- Name of form, form:

+ Notification of registration of branch/representative office/business location (Annex II-7, Circular 01/2021/TT-BKHDT): Download 

+ Commitment to implement social and environmental goals (Annex II-26, Circular 01/2021/TT-BKHDT):Download 

2. Documents required for registering the operation of a branch for a sole proprietorship

Registration of the operation of a branch or representative office (for sole proprietorships, limited liability companies, joint stock companies, and partnerships)

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

(ii) A copy of the resolution, decision, and copy of the minutes on the establishment of a branch or representative office of the meeting of the Members' Council regarding multi-member limited liability companies and partnerships; A copy of the resolution, decision, and copy on the establishment of a branch or representative office of the minutes of the Board of Directors regarding joint stock companies; a copy of the resolution, decision on the establishment of a branch or representative office of the company owner for single-member limited liability companies;

(iii) A copy of the legal documents of the individual for the head of the branch or representative office.

In case of registering the operation of a branch or representative office of a social enterprise, in addition to the documents listed in items (i), (ii), and (iii) above, the dossier must include a Commitment to implement social and environmental goals prescribed in Clause 1, Article 28 of Decree 01/2021/ND-CP.

In case of registering the operation of a branch or representative office of a financial institution, in addition to the documents listed in items (i), (ii), and (iii) above, there must be a copy of the license or approval document issued by the State Bank of Vietnam.

In case of registering the operation of a foreign bank branch, representative office of a foreign financial institution, or other foreign organization with banking activities, in addition to the documents listed in items (i) and (iii) above, there must be a copy of the license or approval document issued by the State Bank of Vietnam.

In case of registering the operation of a branch or representative office of a securities company, securities investment fund management company, in addition to the documents listed in items (i), (ii), and (iii) above, there must be a copy of the establishment and operation license or copy of the approval document of the State Securities Commission.

Persons with the authority to sign the application for business registration may authorize organizations or other individuals to carry out business registration procedures:

In case of authorization to an individual to carry out business registration procedures, the business registration dossier must include a power of attorney for the individual to carry out procedures related to business registration and a copy of the legal documents of the authorized individual. This power of attorney is not required to be notarized or certified.

In case of authorization to an organization to carry out business registration procedures, the business registration dossier must include a copy of the service contract with the organization providing services for carrying out procedures related to business registration, a letter of introduction from that organization to the individual directly carrying out procedures related to business registration, and a copy of the legal documents of the individual introduced.

In case of authorization to a public postal service provider to carry out business registration procedures, when carrying out business registration procedures, the postal employee must submit a copy of the document of sending the dossier according to the model issued by the public postal service provider with the signature of confirmation of the postal employee and the person with the authority to sign the application for business registration.

In case of authorization to a postal service provider that is not a public postal service provider to carry out business registration procedures, the authorization is carried out as in the case of authorization to an organization. 

Number of dossiers: 01 set.

3. Methods and procedures for registering the operation of a branch for a sole proprietorship in Vietnam

The founder of the enterprise or the authorized person shall carry out the registration of the enterprise at the Business Registration Office in one of the following three methods:

- Direct registration at the Business Registration Office;

- Registration via postal service;

- Registration via the national business registration information portal.

Procedure for registering the operation of a branch for a sole proprietorship

- In case of direct registration or via postal service:

+ The enterprise shall submit the application for registration of the operation of a branch or representative office to the Business Registration Office where the branch or representative office is located.

+ Within 03 working days from the date of receipt of the valid dossier, the Business Registration Office shall issue a Certificate of Registration for the operation of a branch or representative office. In case the dossier is not valid, the Business Registration Office shall notify the enterprise in writing of the content to be amended or supplemented.

- In case of registration via electronic means using a public digital signature:

+ The applicant shall declare information, download electronic documents, authenticate the registration dossier of the enterprise via electronic means, and pay registration fees and charges for the enterprise in accordance with the process on the national business registration information portal (https://dangkykinhdoanh.gov.vn).

+ After completing the submission of the registration dossier, the applicant will receive a receipt for the registration dossier of the enterprise via electronic means.

+ In case the dossier meets the conditions for issuing the registration of the enterprise, the Business Registration Office shall issue the registration of the enterprise and notify the enterprise of the issuance of the registration of the enterprise. In case the dossier does not meet the conditions for issuing the registration of the enterprise, the Business Registration Office shall send a notification to the enterprise via electronic means to request the amendment or supplementation of the dossier.

- In case of registration via electronic means using the Business Registration Account:

+ The applicant shall use the Business Registration Account to declare information, download electronic documents, and authenticate the registration dossier of the enterprise via electronic means and pay registration fees and charges for the enterprise in accordance with the process on the national business registration information portal (https://dangkykinhdoanh.gov.vn). In case of authorization to carry out the registration of the enterprise via electronic means using the Business Registration Account, the power of attorney must contain the contact information of the authorized person to authenticate the submission of the registration dossier of the enterprise via electronic means.

+ After completing the submission of the registration dossier, the applicant will receive a receipt for the registration dossier of the enterprise via electronic means.

+ The Business Registration Office shall issue the registration of the enterprise to the enterprise in case the dossier meets the conditions and notify the enterprise of the issuance of the registration of the enterprise. In case the dossier does not meet the conditions, the Business Registration Office shall send a notification to the enterprise via electronic means to request the amendment or supplementation of the dossier.

+ Deadline: Within 03 (three) working days from the date of receipt of the complete and valid dossier.

(Based on Decision 885/QD-BKHDT)

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