Procedures for establishment of branches of foreign traders in Vietnam

1. SUBJECTS IMPLEMENTING PROCEDURES

Foreign traders fully satisfy the requirements as prescribed by law.

2. REQUIREMENTS

Foreign traders shall be granted Licenses for Establishment of branches if they satisfy the following requirements:

The foreign trader 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 trader 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 trader;
Where the businesses of the branch is inconsistent with Vietnam’s Commitments or the foreign trader 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 it obtains a prior consent of the relevant Minister for establishment of the branch.

3. SEQUENCE

Step 1:

The foreign trader shall submit an application to the Ministry of Industry and Trade where the branch is expected to be located directly or by post or online (if applicable).

Step 2:

Within 03 working days from the date of receipt of the application, the Ministry of Industry and Trade shall examine such application and request for supplementations if the application is neither complete nor valid. The request for supplementation to the application shall be made only once during the processing of such application.

Step 3:

Within 07 working days from the date of receipt of the valid application, the Ministry of Industry and Trade shall send the applicant a written notification of whether the license of establishment of the branch is granted or not. In case of refusal, the licensing agency shall send the applicant a written notice in which reasons shall be specified.

Note:

In case the scope of operation of the branch is inconsistent with Vietnam’s Commitments or the foreign trader is not located in one of countries or territories being parties to treaties to which Vietnam is a signatory, the establishment of the branch shall be approved by the Heads of relevant ministry; and in case the establishment of a branch has not been specified in specialized legal documents, Step 3 shall be implemented as follows:

The Ministry of Industry and Trade shall submit a written request for directions to the relevant Ministry within 03 working days from the date of receipt of the valid application.
Within 05 working days from the date of receipt of the request for directions from the Ministry of Industry and Trade, the relevant Ministry shall grant a written notice of whether or not they approve for the application for the License for Establishment of the branch.
Within 05 working days from the date of receipt of the notification from the relevant Ministry , the Ministry of Industry and Trade shall send the applicant a written notice of whether the License for Establishment of the representative office is granted. In case of refusal, the licensing agency shall send the applicant a written notice in which reasons shall be specified

4. HOW TO PERFORM

Submitting directly or by post at/to the headquaters of the Ministry of Industry and Trade: 54 Hai Ba Trung street – 25 Ngo Quyen street, Hoan Kiem district, Ha Noi city.
Submitting online: https://dichvucong.moit.gov.vn/

5. PROFILE COMPOSITION AND QUANTITY

Pursuant to Article 12 of Decree No.07/2016/ND-CP, the application for the License shall include:

No.	Name	Reference form, declaration	Quantity
1	An application form for license for establishment of the branch using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.	Form MD-5 in Appendix issued with Circular No. 11/2016/TT-BCT	01
2	Copies of Business Registration Certificate or equivalent documents of the foreign trader (certified or legalized by overseas diplomatic missions or consular offices of Vietnam in accordance with laws of Vietnam).		01
3	A letter of appointment of the head of the branch.		01
4	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 trader issued or certified by competent authorities where such foreign trader is established.		01
5	Copies of the branch charter.		01
6	Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the branch.		01
7	Documents on the expected location of the branch including: Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the branch; Copies of documents on the expected location of the branch under Article 28 of Decree No. 07/2016/ND-CP and provision of related laws.		01

Note:

Documents specified in point 2, 3, 4, 5 and 6 (for the head of the branch being foreigners) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam.

Quantity: 01 (one) set.

6. IMPLEMENTING DURATION

07 – 13 working days from from the date of receipt of valid application.

7. IMPLEMENTING AUTHORITY

Planning Department – The Ministry of Industry and Trade.

8. RESULT

License for Establishment of branch of a foreign trader.

9. EFFECTIVE PERIOD OF LICENSE FOR ESTABLISHMENT OF BRANCH

The License for Establishment of a branch shall be valid for 05 years but not exceeding the remaining effective period of the Business Registration Certificate or the equivalent documents (for documents having expiry date).
Besides, foreign traders are entitled to extend the License for Establishment of branch when the prescribed time limit expires, except for cases of violations in cases of having the license to establish branches revoked according to the provisions of Article 44 of the Decree No. 07/2016/ND-CP.

10. LEGAL BASIS

Decree No. 07/2016/ND-CP dated January 25, 2016 of Government on detailed regulations on establishment of representative offices or branches of foreign traders in Vietnam under laws on commerce, takes effect from March 10, 2016;
Circular No. 11/2016/TT-BTC dated July 5, 2016 of the Ministry of Industry and Trade on guidelines for a number of contents of the Government’s Decree No. 42/2015/ND-CP dated May 05, 2015 on derivatives and derivatives market, takes effect from August 20, 2016.