Establishment of a branch of foreign company in Vietnam

Establishment of a branch of foreign company in Vietnam

Establishment of a branch of foreign company in Vietnam is one of the simpliest ways to present the commercial activities in Vietnam. According to Degree No.07/2016/ND-CP dated 25 January 2016, it prescribes the establishment of branches of foreign company in vietnam under laws on commerce as follows:

I. Requirements for establishment of branche of foreign company in Vietnam:

Foreign companies shall be granted licenses for establishment of branches if they satisfy the following requirements:

1. The foreign company 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;
2. The foreign company has come into operation for at least 05 year from the date of establishment or registration;
3. The Certificate of Business registration or equivalent document is valid for at least 01 more year from the date of submission of the application;
4. The scope of operation of the branch of foreign company in Vietnam 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 company;
5. Where the businesses of the branch of foreign company in Vietnam is inconsistent with Vietnam’s Commitments or the foreign company is not located in one of countries or territories being parties to treaties to which Vietnam is a signatory, the branch of foreign company can be established only if they obtain a prior consent of the relevant Minister for establishment of the representative office.

II. Applications for Establishment of branche of foreign company in Vietnam

1. An application for establishment of the branch of a foreign company in Vietnam shall include :

a) 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 company.
b) Copies of the Certificate of Business Registration or equivalent documents of the foreign company;
c) A letter of appointment of the head of the branch;
d) 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 company issued or certified by competent authorities where such foreign company is established;
dd) Copies of the branch charter;
e) Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the branch;
g) 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 hereof and provision of related laws.

2. Documents specified in points b, c, d and dd, Article 1 hereof (for the head of the branch being foreigners) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam. Documents specified in point b, clause 1 of this Article shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam in accordance with laws of Vietnam.

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LAWYER VN - VIETNAMESE LAW FIRM