Documents and procedures for registration of branches and representative offices, and notification of establishment of business locations in Vietnam

Documents and procedures for registration of branches and representative offices, and notification of establishment of business locations in Vietnam (Internet image)

1. Documents and procedures for registration of branches and representative offices, and notification of establishment of business locations in Vietnam

Documents and procedures for registration of branches and representative offices, and notification of establishment of business locations as per Article 31 of Decree 01/2021/ND-CP are as follows:

* Documents for branch and representative office registration:

Enterprises submit the branch and representative office registration Documents to the Business Registration Office where the branch or representative office is located. The Documents include the following documents:

• A notification of branch or representative office establishment signed by the legal representative of the enterprise;
• Copies of the resolution, decision, and minutes of the meeting of the Members' Council for limited liability companies with two or more members, partnerships, the Board of Directors for joint-stock companies; resolutions and decisions of the owner for single-member limited liability companies regarding the establishment of the branch or representative office;
• Copy of the legal documents for the head of the branch or representative office.

* Notification of business location establishment:

• Enterprises can establish a business location at an address different from the head office or branch address;
• Within 10 days from the decision to establish the business location, the enterprise must send a notification to the Business Registration Office where the business location is located;
• The notification is to be signed by the legal representative of the enterprise for business locations under the enterprise or by the head of the branch for business locations under the branch.

* Within 03 working days from receiving valid Documents, the Business Registration Office issues a Certificate of Branch or Representative Office Operation Registration, updates information about the business location in the National Business Registration Database for the enterprise. If the enterprise requests, the Business Registration Office issues a Business Location Registration Certificate. If the Documents are not valid, the Business Registration Office must notify the enterprise in writing of the required additions or modifications.

* The establishment of overseas branches or representative offices must comply with the laws of the respective country. Within 30 days from the official establishment overseas, the enterprise must notify the Business Registration Office where the head office is located in writing.

Attached to the notification must be a copy of the Certificate of Branch or Representative Office Operation Registration or an equivalent document. The Business Registration Office updates the information about the overseas branch or representative office in the National Business Registration Database within 03 working days from receiving the notification.

2. Regulations on receipt and processing of applications for enterprise registration in Vietnam

The regulations on receipt and processing of applications for enterprise registration in Vietnam as per Article 32 of Decree 01/2021/ND-CP are as follows:

• Applicants for enterprise registration according to Decree 01/2021/ND-CP submit the Documents at the Business Registration Office where the enterprise’s head office is located.

• Enterprise registration Documents are accepted and input into the National Business Registration Information System when they meet the following conditions:

  • Sufficient documents as stipulated in Decree 01/2021/ND-CP;
  • The enterprise name is filled in the Enterprise Registration Form, the Form for Registration of Changes to Enterprise Registration Details, and the Notification of Changes to Enterprise Registration Details;
  • Contact address of the registration applicant is available;
  • All required fees and charges for enterprise registration are paid as prescribed.

• After accepting the enterprise registration Documents, the Business Registration Office issues a Receipt of Documents to the applicant.

• After issuing the Receipt of Documents, the Business Registration Office fully and accurately enters the information from the enterprise registration Documents, checks the validity of the Documents, and uploads the digitized documents into the National Business Registration Information System.

• The enterprise founder or enterprise may halt the enterprise registration process if the Documents have not been accepted in the National Business Registration Information System.

In such cases, the authorized person who signed the enterprise registration application sends a written request to halt the registration process to the Business Registration Office where the Documents were submitted. Within 03 working days from receiving the written request, the Business Registration Office considers and issues a notification of the halt, and cancels the enterprise registration Documents in the National Business Registration Information System.

If the halt request is denied, the Business Registration Office must issue a written notification explaining the reasons for the denial to the enterprise founder or enterprise.

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