What are representative offices and branches? Do representative offices and branches have juridical status in Vietnam? - Kha Nhu (Tien Giang, Vietnam)
Article table of contents
Do representative offices and branches have juridical status in Vietnam? (Source: Internet)
1. What are representative offices and branches?
According to Clauses 1 and 2, Article 44 of the Law on Enterprises 2020, branches, representative offices and business locations of an enterprise are as follows:
- A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including authorized representative. The business lines of a branch shall match those of the enterprise.
- A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business.
2. Regulations on operation registration of representative offices and branches
The registration of operation of representative offices and branches according to Article 45 of the Law on Enterprises 2020 provides as follows:
- An enterprise may establish branches and 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. Such an application shall consist of:
+ The notice of establishment of the branch/representative office;
+ Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s branch/representative office, legal documents of the head of the branch/representative office.
- 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 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.
3. Do representative offices and branches have juridical status in Vietnam?
According to Clauses 1, 2 and 3, Article 84 of the Civil Code 2015, branches and representative offices of legal entities are prescribed as follows:
- Each branch and/or representative office is an affiliate other than a juridical person.
- Each branch shall perform all or part of the functions of the juridical person.
- Each representative office shall perform its duties as authorized by the in accordance with within the authorized scope and for the juridical person's interests..
Thus, representative offices and branches do not have juridical status but are only dependent units of the ljuridical person.
4. Regulations on names of branches, representative offices in Vietnam
According to Article 40 of the Law on Enterprises 2020, the names of branches, representative offices and business locations are as follows:
- The name of a branch, representative office or business location shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
- The name of a branch, representative office or business location shall consist the enterprise’s name and the phrase “Chi nhánh”, “Văn phòng đại diện” or “Địa điểm kinh doanh” respectively.
- The name of a branch, representative office or business location shall be displayed at the branch, representative office or business location.
The name of an enterprise’s branch or representative office be smaller than the Vietnamese name of the enterprise on the transaction documents, records and printed materials issued by the branch or representative office.
Quoc Dat
