HTLaw

Booking consultation

Tag: Branch

Posted on

Compare Representative Office with Branch of Enterprise in Vietnam

1. Legal basics

– Article 44, 45 Law on Enterprises 2020.

– Article 31 Decree 01/2021/NĐ-CP on enterprise registration.

– Circular 47/2019/TT-BTC on prescribing the rates of charges for provision of enterprise information and fees for enterprise registration and charge and fee collection, remittance, management and use.

2. Compare Representative Office with Branch of enterprise in Vietnam

CriteriaRepresentative OfficeBranch
DefinitionA Representative Office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protects the enterprise’s interests. A representative office shall not do business.A Branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including an authorized representative. The business lines of a branch shall match those of the enterprise.
Dossier 1. A notification of establishment of Representative office/Branch
2. The notarized 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 Representative office/Branch.
3. A notarized copy of the identity card/citizen identity card/passport of the head of the Representative Office/Branch;
4. The notarized copy Enterprise Registration Certificate; Investment Registration Certificate (if applicable).
Quantity of dossier01
Place of issuanceBusiness Registration Office at Planning and Investment Department where located the Representative Office address of Company.
Order of processingStep 1: Submit application for establishment of Representative Office/Branch at the Business Registration Office where the Representative Office/Branch is located through the National Portal on Business Registration (https://dangkykinhdoanh.gov.vn).
Bước 2: Business Registration Office shall issue Representative Office/ Branch Registration Certificate (if the documents are valid). If the documents are invalid, Business Registration Room shall notify in writing the contents that need to be amended or supplemented to the enterprise.
Time03 working days from the date of receipt of valid documents
StampThe enterprise shall decide the type, quantity, design and content of its seal and the seals of its Representative office/Branch
The management and storage of seals shall comply with the company’s charter or regulations of the Representative office/Branch that owns the seal. Seals shall be used by enterprises in transactions as prescribed by law.
Fee- Waiver of fee for issuance of Representative Office/ Branch Registration Certificate.
- Fee for publication of registered contents of Representative Office/ Branch: 100.000 VND.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HT for advice and support for Setting up Representative Office and Branch.

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
Posted on

Representative office vs Branch: which one is better for foreign investor in Vietnam

1. Legal basics

    • Commercial Law No. 36/2005/QH11 dated 14/06/2005 of The National Assembly
    • Decree 07/2016/NĐ-CP dated 25/01/2016 of The Government on detailing the Commercial Law regarding Vietnam-based representative offices and branches of foreign traders.
    • Circular 143/2016/TT-BTC dated 26/09/2016 of Ministry of Finance on fees for processing applications for the license to establish representative offices of foreign trade promotion organizations or foreign traders in Vietnam, and the collection and transfer thereof.

2. The issues of granting Representative Office/ Branch Establishment licenses

CriteriaRepresentative Office Branch
Conditions to grant license- The foreign trader has been established or has registered its operation under the law of a country or territory being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
- In case the foreign trader’s business registration certificate or equivalent paper indicates its term of operation, the remaining term must be at least one year by the date of submission of the application;
- Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.
The foreign trader has been operating for at least one year since its establishment or business registration;The foreign trader has been operating for at least 5 years since its establishment or business registration;
The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatoryThe 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 trader
License termRepresentative office/ Branch establishment license shall be valid for 05 years but not exceeding the remaining effective period of the Certificate of Business Registration or the equivalent (for documents having expiry date)
Order of processingStep 1: Submit the dossier directly, by post or online to the licensing agency of a locality where its representative office/ branch is planned to be located (The provincial-level Industry and Trade Department / the management board for Representative office)/ The Ministry of Industry and Trade (for Branch).
Step 2: Within 3 working days after receiving the dossier, the licensing agency shall check and request the applicant to supplement its dossier if it is neither complete nor valid. The request for supplementation to the dossier shall be made only once during the handling of the dossier.
Step 3: Within 7 working days after receiving a complete and valid dossier, the licensing agency shall grant to the foreign trader a representative office /branch establishment license or refuse to grant it. In case of refusal, the licensing agency shall issue a document clearly stating the reason.
Dossier1. An application for a representative office/ branch establishment license.
2. A certified copy of the business registration certificate or equivalent paper of the foreign trader.
3. The foreign trader’s document on appointment of head of the representative office/ branch.
4. Certified copies of audited financial statements or documents proving the fulfillment of tax liabilities or financial obligations in the latest fiscal year or equivalent paper issued or certified by a competent agency or organization of the locality where the foreign trader was established proving the actual existence and operation of the foreign trader in the latest fiscal year.
5. A certified copy of the passport, people’ identity card or citizen’s identity card (for a Vietnamese) or a copy of the passport (for a foreigner) of the head of the representative office/ branch.
6. Documents on the expected location of the representative office/ branch’s office, comprising:
- A certified copy of the memo of understanding or location rental agreement or a document proving the right to use the location for opening the representative office/ branch;
- A certified copy of the document on the expected location of the representative office/ branch which comply with Vietnamese regulations on security and order, occupational safety and health and other conditions
7. A certified copy of the branch’s charter.
Place of issuanceThe provincial-level Industry and Trade Department of a locality in which a representative office is scheduled to be located outside industrial parks, export processing zones, economic zones and hi-tech parks
The management board of an industrial park, export-processing zone, economic zone or hi-tech park.		The Ministry of Industry and Trade may grant, re-grant, modify, extend or revoke the establishment license and terminate operation of a branch in case the establishment of such branch has not been regulated by any specialized legal document.
Settlement time- For normal cases: 07 working days from the date of receipt of complete and valid dossiers.
- For special cases: 13 working days from the date of receipt of complete and valid dossiers.
Fee3.000.000 VND
Note- In case the scope of operation of the representative office/branch is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory and the case in which the establishment of representative office/ branch has not yet been regulated in any specialized legal document, the licensing agency shall submit a written request for directions to the relevant Ministry before granting or refusing to grant representative office/ branch establishment licenses to foreign trader.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HT for advice and support for Setting up Representative Office and Branch in Vietnam.

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454.