Establishment of representative office, branch of Vietnamese traders in foreign country

These days, Vietnam has increasingly developed and has joined many economic organizations in the region and the world. These bring many opportunities for businesses in Vietnam, therefore, many of them are willing to set up their representative offices and branches abroad to expand the market, bringing their brand to the world.

According to the current legal provisions, enterprises operating in the territory of our country are entitled to establish branches both overland and overseas. An enterprise may have one or many different branches depending on its financial capacity in each locality by administrative boundaries.

However, to be able to set up a representative office and branch aboard, the enterprise needs to find out and comply with legal regulations.

Pursuant to Clause 4, Article 31 of Decree 01/2021/ND-CP dated January 4, 2021:

“The establishment of a branch or representative office of an enterprise in a foreign country shall comply with the laws of that country”.

Accordingly, the establishment of a representative office or branch in a foreign country must comply with the specific regulations of the country where the enterprise wishes to establish a representative office or branch.

In addition, after establishing a representative office or branch in a foreign country, the enterprise needs to notify the Business Registration Office where the enterprise has registered. The notification shall be made in accordance with the law as follows:

A/ SEQUENCE

1/ STEP 1: PROFILE PREPARATION

Pursuant to Clause 4, Article 31 of Decree No. 01/2021/ND-CP, the legal representative of an enterprise or the attorney shall prepare one full set of the dossier, including:

No	Documents	Type	Quantity	Form
1	Notice of establishment of branch/representative office (Form included in Appendix II-8 Circular 01/2021/TT-BKHDT)	Original	01	Form Appendix II-8 Circular 01/2021/TT-BKHĐT
2	Certificate of registration of the branch/representative office or another document of equivalent validity.	Certified copy	01
3	Power of attorney (in case the legal representative authorizes another person to perform the application)	Original	01
4	Legal documents of the individual being an attorney.	Certified copy	01

♦ Quantity: 01 set

Note:

Legal documents of an individual specified in Clause 16, Article 4 of the Law on Enterprises 2020, specifically one of the following documents:

For Vietnamese citizens: Valid ID card or Passport.
For foreigners: Passports or valid documents as a substitute for passport.

Legal documents of an enterprise specified in Clause 17, Article 4 of the Law on Enterprises 2020, specifically one of the following documents:

Establishment Decision.
Enterprise Registration Certificate.
Other equivalent documents.

2/ STEP 2: PROFILE SUBMISSION AND RECEIPT OF RESULT

2.1/ Methods of submitting profile:

The legal representative of the enterprise or the attorney shall carry out the procedures by one of the following manners:

Directly submit to the Business Registration Office where the parent company is headquartered;
Via postal service;
Via electronic information network at the National Business Registration Portal (https://dangkytinhdoanh.gov.vn).

2.2/ Sequence:

♦ Direct submission:

The legal representative of enterprise or the attorney shall carry out the procedures as guided in Section 1 of this article, and pay fees at the Business Registration Office where the enterprise is headquartered.

- If the dossier is valid, the Business Registration Office will issue a receipt.
- If the dossier is invalid, the specialist will guide to amend and supplement it.

♦ Submission via electronic network using digital signature:

The applicant declares information, downloads electronic documents, signs and authenticates enterprise registration documents via the electronic information network, and pays enterprise registration fees and charges according to the process on the National Business Registration Portal.
After submitting profiles, the applicant will receive a receipt of the enterprise registration application via the electronic information network.
Within 03 working days from the date of receiving the receipt, if the dossier is valid, the Business Registration Office will send an email of Notice on the valid application.

If the dossier is invalid, the Business Registration Office shall send an electronic notice to the enterprise to request the amendment and supplement of the such.

♦ Submission via electronic network using Enterprise registration account:

The applicant declares information, downloads electronic documents, and pays enterprise registration fees and charges according to the process on the National Business Registration Portal.
After submitting profiles, the applicant will receive a receipt of the enterprise registration application via the electronic information network.
Within 03 working days from the date of receiving the receipt, if the dossier is valid, the Business Registration Office will send an email of Notice on the valid application.
If the dossier is not valid, the Business Registration Office shall send an electronic notice to the enterprise to request the amendment and supplement of the such.

2.3/ Result:

The Business Registration Office shall update information about the branch/representative office on the National Enterprise Registration Database within 03 working days from the receipt of the notice.

B. DURATION

Within 30 days from the date of the official establishment of the branch/representative office in a foreign country, the enterprise shall deliver a written notice to the Business Registration Office where the enterprise is headquartered.

C. FEES AND CHARGES

1/ Enterprise registration fee:

For applications submitted directly to the Business Registration Office: VND50,000/profile.
For applications via electronic information network: Free.

2/ Enterprise registration publishment fee: VND100,000/profile.