To establish a foreign company branch in Vietnam in 2025, businesses must adhere to the procedures and requirements stipulated by the Enterprise Law 2020 and other relevant legislative documents. Below is a comprehensive guide detailing the steps involved in this process:
Conditions for Establishing a Foreign Company Branch in Vietnam
Foreign traders may establish a branch in Vietnam if they satisfy the following conditions:
The foreign trader must be established or registered for business in accordance with the laws of a country or territory participating in an international treaty to which Vietnam is a party or as recognized by the laws of that country or territory;
The foreign trader must have operated for a minimum of five years from the date of establishment or registration;
If the foreign trader’s business registration certificate or equivalent document stipulates an operational period, this period must be at least one year from the date of submitting the application for branch establishment;
The branch’s operational activities must align with Vietnam’s market access commitments in international treaties of which
Vietnam is a member and must be consistent with the foreign trader’s business sector as prescribed by Vietnamese law;
If the branch’s operational content deviates from or is inconsistent with Vietnam’s commitments, or the foreign trader is from a non-member country or territory of relevant treaties, the branch establishment must be approved by the Minister of the specialized management ministry.
Procedures for Establishing a Foreign Company Branch in Vietnam
Application Documents for Establishing a Foreign Company Branch in Vietnam
The application dossier for establishing a foreign company branch in Vietnam includes the following documents:
An application for a branch establishment license (using Form MD-5 issued with Circular 11/2016/TT-BCT), signed by an authorized representative of the foreign trader;
A certified copy of the foreign trader’s business registration certificate or an equivalent document, legalized by consular authorities;
A document appointing the branch head in Vietnam, signed by an authorized representative of the foreign trader;
A certified copy of the branch’s operational charter;
A certified copy of the ID card/citizenship card (for Vietnamese nationals) or passport (for foreign nationals) of the branch head;
A certified copy of the most recent audited financial statement;
A lease contract for office premises/branch headquarters, along with documents proving the premises meet the requirements for establishing a branch headquarters.
Note:
All documents in a foreign language, such as passports, business registrations, and appointment letters of the branch head, must be translated into Vietnamese and accompanied by certified copies when submitted;
Proof of premises suitability must include: a photo copy of the land ownership certificate (if it is land or a house), a building permit/investment certificate, and a certificate of fire safety compliance if the office is located in an office or mixed-use building;
Foreign businesses may substitute the audited financial statement with a document verifying financial compliance in the most recent fiscal year issued by a competent authority in the foreign trader’s home country, proving the foreign trader has engaged in business activities in the latest fiscal year.
Process for Establishing a Foreign Company Branch in Vietnam
The procedure for establishing a foreign company branch in Vietnam is as follows:
Receiving and Processing Applications:
The Ministry of Industry and Trade is the competent authority directly responsible for receiving and processing applications regarding the establishment of foreign company branches in Vietnam.
Application Process and Timeline:
The foreign trader submits the application directly to the Ministry of Industry and Trade;
Within three working days, the Ministry of Industry and Trade reviews the application and may request additional documents if the application is incomplete (requests for additional documents may be made only once during the processing period);
Within seven working days from the date of receiving a complete and valid application, the Ministry of Industry and Trade issues a branch establishment license to the foreign company. If the application is denied, a written explanation for the refusal must be provided;
Within 15 days from the date of license issuance, the Ministry of Industry and Trade will publish the branch’s information on its official website.
Special Circumstances:
In cases where the branch’s operational activities deviate from or are inconsistent with Vietnam’s commitments, or where the foreign trader is from a non-member country or territory of relevant treaties, or when the branch establishment has not been specified by specialized legal documents, the Ministry of Industry and Trade will send a request for consultation to the specialized management ministry within three working days.
Within five working days from the date of receiving the Ministry of Industry and Trade’s request for consultation, the specialized management ministry must issue a written response indicating approval or disapproval of the branch establishment;
Within five working days from the date of receiving the response from the specialized management ministry, the Ministry of Industry and Trade will issue the branch establishment license to the foreign trader, or, if rejected, will provide a written explanation detailing the reasons for refusal.
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