CONDITIONS AND DOSSIERS FOR ISSUANCE OF BRANCH ESTABLISHMENT LICENSES FOR FOREIGN COMPANIES IN VIETNAM

According to the provisions of Article 3 of Decree 07/2016/ND-CP, foreign companies have the right to establish their branches in Vietnam in international treaties to which Vietnam is a contracting party. However, foreign companies may not establish more than 01 branch with the same name in a province or city directly under the Central Government of Vietnam.

I. Conditions for establishing a branch of a foreign company in Vietnam

To establish a branch of a foreign company in Vietnam, a foreign company needs to meet the conditions for being granted a branch establishment license as prescribed in Article 8 of Decree 07/2016/ND-CP as follows: 

• Foreign traders established or registered for business in accordance with the laws of countries and territories acceding to treaties to which Vietnam is a contracting party or recognized by the laws of these countries and territories;
• Foreign traders that have been operating for at least 05 years from the date of establishment or registration;
• Where the business registration certificate or a document of equivalent value of a foreign trader stipulates the operation term, such term must be at least 01 year from the date of submission of the application;
• The operation contents of the branch must be consistent with Vietnam's commitments to open the market in treaties to which Vietnam is a contracting party and in accordance with the business lines of foreign traders;
• In case the operation contents of the branch are not in accordance with the commitments of Vietnam or foreign traders not belonging to countries or territories acceding to treaties to which Vietnam is a contracting party, the establishment of the branch must be approved by the Minister of specialized management.

II. Dossier of establishment of a branch of a foreign company in Vietnam

Pursuant to the provisions of Article 12 of Decree 07/2016/ND-CP, a foreign company in order to be granted a branch establishment license needs to prepare a dossier including the following documents:

• An application form for a branch establishment license according to the form of the Ministry of Industry and Trade by a competent representative of the trade foreign personnel signed;
• A copy of the business registration certificate or a document of equivalent value of the foreign trader;
• Documents of foreign traders appointing/appointing the head of the branch;
• A copy of audited financial statements or a written confirmation of the performance of tax or financial obligations in the latest fiscal year or papers of equivalent value issued or certified by competent agencies or organizations where foreign traders are established, prove the existence and operation of foreign traders in the latest financial year;
• A copy of the operation charter of the branch;
• A copy of the passport or identity card or citizen identification card (if a Vietnamese) or a copy of the passport (if a foreigner) of the head of the branch;
• A copy of the memorandum of understanding or agreement on site lease or a copy of documents proving that the trader has the right to exploit and use the location of the branch office;
• A copy of documents on the expected location of the branch office as prescribed in Article 28 of Decree 07/2016/ND-CP and relevant laws.
• Note: For some specific documents, they must be translated into Vietnamese and authenticated or must be certified or consular legalized by diplomatic missions, consular missions of Vietnam abroad in accordance with Vietnamese law.

Above is an article providing information about conditions and documents for issuance of branch establishment licenses for foreign companies in Vietnam.

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For more information, please contact:

Hoang Pham (James) / Managing Partner at: hoang.pham@vselawyers.com

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Attention: This legal update is not an advice and should not be treated as such.