To expand the market and promote their brands, many companies choose to establish branches locally as well as abroad. The establishment of a company branch must be carried out according to the procedures set out by law. If you are having difficulty implementing the procedures for establishing a company branch, please refer to our detailed procedures for establishing a company branch below.

1. What is a company branch?

According to Clause 1, Article 44 of the Law on Enterprises 2020, a company branch is regulated as a dependent unit of the company, responsible for performing part or all of the company’s functions, including the representative function. authorized representative.

The branch’s business line must be consistent with the company’s registered business line.

A company has the full right to establish branches both domestically and abroad, and the right to establish one or more company branches in a locality (Clause 1, Article 45 of the Enterprise Law 2020).

2. Conditions when establishing a company branch

2.1 Conditions on branch name

Article 20 of Decree 01/2021/ND-CP stipulates that the name of the branch must meet the name conditions specified in Article 40 of the Law on Enterprises 2020 regarding duplicate names and names that cause confusion when naming the enterprise. :

– Do not name a branch that is identical (written exactly the same) with the Vietnamese name of another registered company.

– Do not name a branch that causes confusion with a registered company: Sounds similar; The name must not be the same as the abbreviation of another company; Same name in English as another registered company…

In addition to the Vietnamese name, a company branch can also be registered with a foreign name or abbreviated name, but if it is a foreign language, it must be translated from Vietnamese into one of the languages ​​of the Latin family. The abbreviated name of the company branch is abbreviated from Vietnamese or foreign language.

Accordingly, Article 40 of the Enterprise Law 2020 regulates branch names as follows:

– Branch name must be written with letters in the Vietnamese alphabet and the letters F, J, Z, W, numbers and symbols.

– The branch name must include the company name followed by the phrase “Branch”.

– The branch name must be written or posted at the branch headquarters.

The branch name must be printed or written in smaller font than the company’s Vietnamese name on transaction papers, documents and publications issued by the company branch.

2.2 Conditions on business sectors and professions

Based on Clause 1, Article 44 of the Law on Enterprises 2020, the branch’s business line must be in accordance with the company’s registered business line. If you want a branch to operate another business line, the company must first add that business line.

3. Documents for establishing a company branch

Clause 1, Article 31 of Decree 01/2021/ND-CP stipulates that companies establishing branches submit documents for registration of operation/establishment. Company branch at the Business Registration Office where the branch is located.

In particular, the registration dossier to establish a company branch includes the following documents:

– Notice of establishment of a company branch signed by the company’s legal representative;

– A copy of the resolution/decision and a copy of the meeting minutes of the Board of Members for limited liability companies with 2 or more members and partnerships, a copy of the meeting minutes of the Board of Directors for with joint stock companies; Resolution/decision of the company owner for a one-member limited liability company on the establishment of a company branch;

– Copies of legal documents of the individual head of the company branch.

Accordingly, depending on the type of company branch establishment, there will be different sets of documents, specifically:

– One-member limited liability company: Notice of branch establishment; Resolution or decision of the owner of the one-member limited liability company (copy); Personal legal documents of the head (copy of ID card/citizen identification card/valid passport…).

– Limited liability company with 2 or more members: Notice of branch establishment; Resolution or decision, meeting minutes of the Board of Members (copy); Personal legal documents of the head (copy of ID card/citizen identification card/valid passport…).

– Joint stock company: Notice of branch establishment; resolutions, decisions, meeting minutes of the Board of Directors (copy); Personal legal documents of the head (copy of ID card/citizen identification card/valid passport…).

– Partnership company: Notice of branch establishment; resolutions, decisions, meeting minutes of the Board of Members (copy); Personal legal documents of the head (copy of ID card/citizen identification card/valid passport…).

4. Procedures for establishing a company branch

To carry out procedures for establishing a branch of a limited liability company, joint stock company, or partnership, you can choose two forms:

– Register to establish a company branch directly or send it by post to the Business Registration Office of the Department of Planning and Investment where the branch is located.

– Register to establish a company branch online through the National Business Registration Portal using a business registration account or public digital signature.

In case of registering to establish a company branch directly or via postal service

– The company submits the application for registration to establish a branch at the Business Registration Office where the branch is located.

– Within 03 (three) working days from the date of receiving complete and valid documents, the Business Registration Office will issue a branch operation registration certificate. In case the dossier is not valid, the Business Registration Office must notify the company in writing about the content that needs to be amended or supplemented in the dossier.

In case of registering to establish a company branch electronically, use public digital signatures

– The person submitting the application to establish a branch declares company information, downloads electronic documents, signs and authenticates the application to establish a branch via the electronic information network and makes payment of fees and charges. Register to establish a company branch according to the process on the National Business Registration Portal.

– After completing the submission of the branch establishment registration application, the applicant will receive a receipt of the branch establishment registration application via the electronic information network.

– In case the application meets the conditions for registering to establish a branch, the Business Registration Office shall proceed to grant registration to the company and notify the company of the grant of registration to establish the branch. In case the dossier does not meet the conditions for registration to establish a branch, the Business Registration Office must send a notice via the electronic information network to the company to request amendments and supplements to the dossier set.

In case of registering to establish a company branch electronically, use the Business Registration Account

– The person submitting the application to establish a branch uses the Business Registration Account to declare company information, download electronic documents and authenticate the application to establish a branch via the electronic information network. and pay the fees and charges for registering a branch according to the process on the National Business Registration Portal. In case of authorization to carry out procedures for establishing a company branch via an electronic information network using a business registration account, the authorization document must include information on how to contact the authorizer for authentication. Submitting application for registration of branch establishment via electronic information network.

– After completing the registration application, the applicant will receive a receipt for the branch establishment registration application via the electronic information network.

– The Business Registration Office issues registration to establish a branch for the company in case the application is eligible and notifies the company of the registration to establish the branch. In case the dossier does not meet the conditions, the Business Registration Office will have to send a notice via electronic information network to the company to request amendments and supplements to the dossier set.

Resolution time

Pursuant to Clause 3, Article 31 of Decree 01/2021/ND-CP, the processing time for branch establishment registration is 03 working days. As for establishing a branch in a foreign country, it will be carried out according to the law of that country.

Establishment fee

Based on the fee and fee schedule issued with Circular 47/2019/TT-BTC:

– The registration fee for establishing a branch is 50,000 VND/time.

– Fee exemption in case of registering to establish a branch electronically.

– The person submitting the application to establish a branch must pay the branch registration fee at the time of submitting the application. This fee can be paid directly at the Business Registration Office or transferred to the Business Registration Office account or using the electronic app payment service.

5. Frequently asked questions related to procedures for establishing a company branch

5.1 Does the company’s branch have legal status?

According to Article 84 of the 2015 Civil Code, a branch does not have legal status but is only a dependent unit of a legal entity and is responsible for performing part or all of the legal entity’s functions.

5.2 When establishing a branch but registering according to regulations, what are the penalties?

A company’s branch operating without a Branch Operation Registration Certificate will be fined from 20,000,000 VND – 30,000,000 VND for organizations, and for individuals it will be 1/2 of the fine. Fines for organizations range from 10,000,000 VND – 15,000,000 VND. In addition, it is required to notify the registration of branch operations with the competent authority.

5.3 Who decides on the establishment of a company branch?

The decision to establish a company branch does not belong to an individual of the company but to the board of members, which includes all individual company members and the organization’s authorized representative. company members.

5.4 Authority to license the establishment of branches of foreign companies in Vietnam?

Pursuant to Article 6 of Decree 07/2016/ND-CP providing for the authority to issue Licenses to establish branches of foreign companies, the Ministry of Industry and Trade will have the authority to issue Licenses to establish Branches of foreign companies. in Vietnam (unless otherwise specified by specialized laws).

5.5 Is the company branch registration certificate revoked?

Yes. The company branch operation registration certificate is revoked in the cases specified in Clause 1, Article 77 of Decree 01/2021/ND-CP.

Above is an article about details of Procedures for establishing a company branch new in 2024 of Viet My. In case you have difficulty establishing a company or branch or have questions related to this issue, please contact LUAT VA KE TOAN VIET MY immediately for further advice and information offer!