To: Law Firm
We are a foreign trader headquartered in Singapore, having operated for over 10 years in the logistics sector. We are currently seeking to expand our business operations and intend to establish a branch in Ho Chi Minh City, Vietnam, to facilitate transactions and contract execution with our clients.
We would like to inquire:
- Are we eligible to establish a branch in Vietnam?
- What documents and procedures are required?
- What is the implementation process?
We kindly request your firm’s advice on the above matters.
1. Conditions for Foreign Traders to Establish a Branch in Vietnam
- The trader must be established and registered in accordance with the laws of a country or territory that has acceded to an international treaty to which Vietnam is a member, or whose laws are recognized by Vietnam.
- The trader must have operated for at least five (05) years from the date of establishment or registration.
- In case the business registration certificate or an equivalent document specifies the duration of operation, such duration must be at least one (01) year from the date of application submission.
- The intended scope of operation must comply with Vietnam’s market access commitments under international treaties and must be consistent with the foreign trader’s business lines.
Notes:
- A foreign trader may not establish more than one branch with the same name within a province or centrally-run city.
- If the intended scope of activities is inconsistent with Vietnam’s market access commitments or with the trader’s business lines, the establishment of the branch must be approved by the Minister of the line ministry.
Legal Basis: Articles 3 and 8 of Decree No. 07/2016/NĐ-CP
2. Application Dossier
- Application for a License to Establish a Branch (using Form MD-5 attached to Circular No. 11/2016/TT-BTC);
- Certified copy of the foreign trader’s Business Registration Certificate or equivalent document;
- Written appointment or authorization of the head of the branch issued by the foreign trader;
- Certified copy of the audited financial statements or a document confirming fulfillment of tax or financial obligations in the latest fiscal year, or equivalent papers issued or certified by a competent authority in the country of origin to prove the trader’s legal existence and operation;
- Copy of the branch’s Charter of Operation;
- Copy of the passport or ID card or citizen ID card (for Vietnamese individuals); copy of the passport (for foreigners) of the head of the branch;
- Documents regarding the proposed branch office location, including:
- Copy of the memorandum of understanding (MOU), lease agreement, or other document proving the trader’s right to use the premises as the branch office;
- Supporting documents relating to the proposed office location.
Note: Copies of documents proving the legal status of the organization, the passport of the branch head (if foreigner), and other supporting documents must be translated into Vietnamese and notarized or authenticated in accordance with Vietnamese law. Documents proving the legal status of the organization must be certified by Vietnamese diplomatic missions, consular offices abroad, or legalized as required.
Legal Basis: Article 12 of Decree No. 07/2016/NĐ-CP
3. Procedures for Issuance of the License to Establish a Branch Step 1 – Submit the dossier to the Licensing Authority through one of the following methods:
- Direct submission;
- Via postal service;
- Online submission.
Step 2 – Within 03 working days from the date of receipt, the Licensing Authority shall examine the dossier and request supplementation if it is incomplete or invalid. The request for supplementation may be made only once during the processing period.
Step 3 – Within 07 working days from the date of receipt of a complete and valid dossier, the Licensing Authority shall issue or refuse to issue the License to Establish the Branch. In case of refusal, a written explanation must be provided.
For cases where the intended scope of branch activities is not in line with Vietnam’s market access commitments, or the foreign trader is not from a country or territory participating in international treaties to which Vietnam is a party, or the establishment of the branch is not regulated by specialized legal instruments.
The Licensing Authority shall, within 03 working days of receiving a valid dossier, send a written request for consultation to the relevant line ministry. Within 05 working days from receipt of the request, the line ministry shall provide a written opinion stating whether it agrees or disagrees with the branch establishment. Within 05 working days from receipt of the ministry’s written response, the Licensing Authority shall issue or refuse to issue the License to Establish the Branch. In case of refusal, written reasons must be provided.
Legal Basis: Article 13 of Decree No. 07/2016/NĐ-CP
The above outlines the conditions, application dossier, and procedures your company must follow to register the establishment of a branch in Vietnam.
Consulting reference: Investment Law Services
