In the current process of market integration, businesses want to develop and expand their business markets and reach international levels in the form of establishing overseas branches. However, to establish branches for foreign traders, administrative procedures are always a major barrier because of the difference between the two legal systems. The article below will provide some necessary information for Vietnam to set up a branch in Vietnam!
What is a branch?
According to the Enterprise Law 2020, the branch is a dependent unit of the enterprise, tasked with performing all or part of the functions of the enterprise, including the authorized representative function. The branch's business lines must be true to the business lines of the enterprise.
Conditions for establishment of foreign company branches in Vietnam
Pursuant to Decree No. 07/2016/ND-CP, the conditions for establishing a branch in Vietnam include:
- Foreign traders shall be established and registered for business in accordance with the laws of nationalities and territories participating in international treaties to which Vietnam is a member or recognized by the laws of these countries and territories.
- Foreign traders have been in operation for at least 05 years, from the date of establishment or registration.
- In case the business registration papers or papers of equivalent value of foreign traders have stipulated the operating term, that time limit must be at least 01 year from the date of submission of the dossier.
- The content of the branch's activities must be in line with Vietnam's commitment to open markets in international treaties to which Vietnam is a member and in line with the business lines of foreign traders.
- In case the content of the branch's activities is inconsistent with the commitments of Vietnam or foreign traders who are not part of the country or territory participating in the international treaties to which Vietnam is a member, the establishment of the Branch must be approved by the Minister of Specialized Management.
Cases where branches are not granted a branch establishment license
- It does not meet the conditions for establishing a branch.
- Foreign traders only trade in goods and services on the list of prohibited goods and services in accordance with Vietnamese law.
- Foreign traders request the issuance of a branch establishment license within 02 years from the date of revoking the establishment license in Vietnam.
- There is evidence that the establishment of the Branch harms national defense, security, social order and safety, historical traditions, culture, ethics, vietnamese customs and people's health, destroying resources and destroying the environment.
- Submitting invalid and incomplete dossiers at the request of the licensing authority.
Order of procedures for branch establishment
Step 1: Prepare the file
The dossier includes the following types of documents:
- Decision to establish a branch
- Decision to appoint a branch head
- Minutes of meeting on the establishment of branches
- Branch sign template notification
- Authorization contract
- Copy of business registration certificate
- Copy of the id card of the head of the branch
- Dossiers according to conditional business lines
*Note: Documents issued or certified by a competent foreign agency must be consular legalized in accordance with Vietnamese law and translated into Vietnamese; translations and copies must be notarized in accordance with Vietnamese law.
Step 2: Apply
Applications are submitted directly or by post to the Ministry of Industry and Trade
Step 3: Get the results
The Ministry of Industry and Trade shall issue or fail to issue a branch establishment license to foreign traders. In case of refusal of license, there must be a written state of reason.
Thanhlap.wacontre.com consulting services
- Advising on state policies and policies related to foreign investment in Vietnam.
- Advising on conditions for establishment of foreign company branches.
- Drafting dossiers, representatives of customers to submit dossiers at competent state agencies.
- Advising on legal issues arising from the certificate of eligibility for operation, sub-license of a branch of a foreign-invested company.
- The procedure is fast, convenient, does not have to wait long.
If you have any questions, please contact hotline (028) 3620-8140 for advice and support quickly. Thanhlap.wacontre.com service is always ready to serve customers in the most enthusiastic and effective way. (For Japanese customers can contact via Hotline: (050) 5534 5505)