The establishment of a USA company branch in Vietnam has become a favored option among investors seeking to enter the Vietnamese market. A branch allows for more convenient customer engagement within a strategic location, eliminating the need for clients to visit the main headquarters. Additionally, branches are entitled to perform the full range of functions for the sale of goods and services in alignment with the business activities registered by the parent company. However, to establish such a branch, foreign traders must meet specific conditions.
Definition of a Branch Under Vietnamese Law
Under Vietnamese law, a branch is a subsidiary unit of an enterprise, tasked with performing part or all of the functions of the parent enterprise, including acting as a representative on behalf of the enterprise. The business sector of the branch must align with that of the enterprise.
Conditions for Issuance of a License to Establish a USA Company Branch in Vietnam
To be granted a license to establish a USA company branch in Vietnam, a company must fulfill the following conditions:
The company is duly incorporated and registered according to USA laws;
The foreign company has been operational for at least five years from its date of incorporation/registration;
If the company’s business registration certificate (or an equivalent document) specifies an operational term, that term must have at least one year remaining from the date of application submission;
The branch’s activities must comply with Vietnam’s market access commitments under international treaties to which Vietnam is a party and must align with the foreign company’s business sector. If the branch’s intended activities do not align with Vietnam’s commitments, the establishment must be approved by the relevant Ministry managing the sector.
Documentation Required for Establishing a USA Company Branch in Vietnam
According to Article 12 of Decree 07/2016, the following documents are required for establishing a foreign company branch in Vietnam:
An application form for the Branch Establishment License as provided by the Ministry of Industry and Trade, signed by the authorized representative of the foreign trader;
A copy of the business registration certificate or an equivalent document of the foreign trader (translated into Vietnamese, notarized per Vietnamese law, and authenticated by a Vietnamese diplomatic or consular mission abroad or legalized in accordance with Vietnamese regulations);
A document appointing the head of the branch issued by the foreign trader (translated into Vietnamese and notarized according to Vietnamese regulations);
A copy of the audited financial statement, tax or financial obligation confirmation, or an equivalent document proving the existence and activities of the foreign trader in the most recent fiscal year (translated into Vietnamese and notarized as per Vietnamese law);
A copy of the branch’s operational charter (translated into Vietnamese and notarized per Vietnamese law);
A copy of the passport or national ID card of the head of the branch if they are Vietnamese, or a copy of the passport if they are a foreign national (for foreign passports, they must be translated into Vietnamese and notarized according to Vietnamese law);
Documents related to the proposed branch location:
A copy of the memorandum/agreement for lease of premises or proof that the trader has the right to use the location as the branch headquarters;
A copy of documents regarding the proposed branch location.
Power of attorney if the foreign company authorizes another person to complete the procedure.
4. Procedure for Establishing a USA Company Branch in Vietnam
The steps for establishing a foreign company branch as outlined in Article 13 of Decree 07/2016 are as follows:
Step 1: The applicant submits the application directly, via post, or online (if applicable) to the Ministry of Industry and Trade.
Step 2: Within three working days from the date of receipt of the application, the Ministry of Industry and Trade reviews the application and requests any additional documents if the application is incomplete or invalid. Only one request for additional documents may be made throughout the application review process.
Step 3: Within seven working days from the date of receipt of a complete and valid application, the Ministry of Industry and Trade issues or denies the Branch Establishment License to the foreign trader. If denied, the Ministry must provide a written explanation.
Step 4: If the branch’s intended activities do not align with Vietnam’s commitments, the Ministry of Industry and Trade must seek the opinion of the relevant sector management Ministry within three working days from receiving a complete application. The sector management Ministry must provide a response within five working days from receipt of the request, indicating agreement or disagreement with the license issuance. Within five working days from receiving the sector management Ministry’s response, the Ministry of Industry and Trade issues or denies the Branch Establishment License, providing written justification if denied.
Read more at:
- Guidelines for Establishing a Representative Office for a USA Company in Vietnam in 2025
- Guidelines for Establishing a Branch of a Korean Company in Vietnam in 2025
- Procedures for Establishing a Representative Office of a Foreign Company in Vietnam