I. What is a branch of a foreign investor in Vietnam?
A branch of a foreign investor in Vietnam means a dependent unit of the foreign investor, 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.
II. Requirements for grant of Licenses for establishment of branches
Foreign businesses shall be granted Licenses for establishment of branches if they satisfy the following requirements:
- The foreign investor 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 investor has come into operation for at least 05 year from the date of establishment or registration;
- The Certificate of Business registration or equivalent document is valid for at least 01 more year 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 investor;
- Where the businesses of the branch is inconsistent with Vietnam’s Commitments or the foreign investor is not located in one of countries or territories being parties to treaties to which Vietnam is a signatory, the branch can be established only if they obtain a prior consent of the relevant Minister for establishment of the branch.
III. The power to grant of Licenses for establishment of branches
The Ministry of Industry and Trade
IV. Order of granting branches establishment license
Step 1: Submit your application in person or by post to the Ministry of Industry and Trade
Step 2: The licensing agency shall examine such application and request the applicant to complete their application 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 application.
Step 3: The licensing agency shall send the applicant a written notification of whether the license or establishment of the branch is granted. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejection shall be specified.
Where the scope of operation of the branch is inconsistent with Vietnam’s Commitments or the foreign investor is not located in the country or territory being party to treaties to which Vietnam is a signatory or the establishment of branches that have not been prescribed by specialized legislative documents, the licensing agency shall submit a written request for directions to the relevant Ministry before deciding to grant or not grant a branch establishment license to a foreign investor.
- An application form for license for establishment of the branch
- Copies of the Certificate of Business Registration or equivalent documents of the foreign investor
- A letter of appointment of the head of the branch
- Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign investor issued or certified by competent authorities where such foreign investor 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 including:
– Copies of memorandum of understanding or leasing agreements or documents as proof of the right to use a location as the branch
– Copies of the document on the proposed location of the head office meeting the provisions of Vietnamese law on security, order, and occupational safety and health conditions.
– Copies of the Certificate of Business Registration or equivalent documents of the foreign investor shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam, translated into Vietnamese and certified true in accordance with laws of Vietnam.
– Documents No. 3, 4, 5, 6 (for the case where the passport copy of the head of the branch is a foreigner) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam.
VI. Settlement time
– Normal cases: 7 working days from the date of receipt of complete and valid dossiers.
– Special cases: 13 working days from the date of receiving complete and valid dossiers
To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HTLaw for advice and support for Branch establishment for foreign investor.
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