There are many limited liability companies today that have established corporate branches to make it more convenient to expand their scale and business location. Although the procedures for establishing a branch of a limited liability company is not too complicated, many people may not understand the details of the procedure? Please refer to Viet My’s instructions for establishing a limited liability company branch in 2024 to better understand this procedure.

1. What is a branch of a limited liability company?

Pursuant to Clause 1, Article 44 of the Law on Enterprises 2020, it is stipulated that a Branch is a dependent unit of a company/enterprise, whose task is to perform all or part of the functions of the company/enterprise, including Both functions are authorized representatives. The branch’s business line must be consistent with the company/enterprise’s line of business.

At the same time, Clauses 1 and 2, Article 84 of the 2015 Civil Code also regulate branches as follows:

– A branch is a dependent unit of a legal entity and is not a legal entity.

– The branch is responsible for performing all or part of the functions of the legal entity.

Thus, a limited liability company branch is a dependent unit of the limited liability company, responsible for performing all or part of the functions of the limited liability company, including the functions of the limited liability company. That capacity is an authorized representative. The branch’s line of business must be consistent with the line of business of the limited liability company.

2. Instructions on procedures for establishing a branch of a limited liability company

2.1 Documents to establish a branch of a limited liability company

– With a one-member limited liability company:

+ Notice of branch establishment;

+ Resolution/decision to establish a branch of the owner of the one-member limited liability company (copy);

+ Personal legal documents of the company head: copy of Citizen Identification Card/ID card/valid passport,…

– For limited liability companies with two or more members:

+ Notice of branch establishment;

+ Resolution/decision, board meeting minutes of the Board of members (copy);

+ Personal legal documents of the company head: copy of Citizen ID/ID card/valid passport…

2.2 Procedures for establishing a branch of a limited liability company

Step 1: Prepare documents

Step 2: Submit application

Currently, to carry out procedures for establishing a branch of a limited liability company, there are 2 forms:

– Register directly at the Business Registration Office or send it by post to the Business Registration Office – Department of Planning and Investment where the limited liability company has its branch or representative office.

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

Step 3: Get results

Pursuant to Clause 3, Article 31 of Decree 01/2021/ND-CP, the time for processing registration documents to establish a company branch is 03 working days. Particularly, establishing a company branch in a foreign country will be carried out in accordance with the law of that country.

In case the dossier to establish a limited liability company branch is not valid, the Business Registration Authority will notify the company in writing of the contents that need to be amended and supplemented. In case the competent authority refuses to issue a branch operation registration certificate, the business registration authority must notify the limited liability company in writing and clearly state the reason for the refusal.

Fees for establishing a branch of a limited liability company

Based on the fee schedule and fees issued with Circular 47/2019/TT-BTC, the fee for registering for a Branch Establishment Certificate is 50,000 VND/time. This is also the fee for establishing a company branch if the application is submitted by post. There is no fee for registering to establish a branch of a limited liability company online.

3. Conditions for establishing a limited liability company branch

When carrying out the procedures for establishing a company branch, it is necessary to first ensure that the establishment conditions are met. Only when all the conditions for establishing a limited liability company branch are met will the application be reviewed and approved by the competent authority:

3.1 Conditions on the name of a limited liability company branch

Pursuant to Article 20 of Decree 01/2021/ND-CP regulating the name of the company branch. In particular, the name of a limited liability company branch must meet the name conditions specified in Article 40 of the Enterprise Law 2020 regarding duplicate names and confusing names when naming the company:

– Do not name the same or be understood as being written exactly the same as the Vietnamese name of another registered company.

– Do not name a limited liability company that causes confusion with a registered company: Sounds similar; Do not use the same abbreviation as other companies; same name as the English name of another registered company…

In addition to having a Vietnamese name, a limited liability company branch can also register with a foreign name or abbreviated name, but if the name is in a foreign language, the name must be translated from Vietnamese into one of the following languages. belongs to the Latin system. As for abbreviated names, they can be abbreviated from Vietnamese or foreign languages.

Pursuant to Article 40 of the Enterprise Law 2020, the name of the limited liability company branch is set as follows:

– The name of the limited liability company branch must be written with letters in the Vietnamese alphabet, and include the letters F, J, Z, W, numbers and finally symbols.

– The name of the branch of a limited liability company must include the name of the limited liability company followed by the phrase “Branch”.

– The name of the limited liability company branch must be written or posted at the limited liability company branch headquarters.

The name of the limited liability company’s branch is printed or written in a font size smaller than the Vietnamese name of the limited liability company on transaction documents or documents and publications issued by the branch. of the issuing company.

3.2 Conditions on business lines and branches of limited liability companies

Clause 1, Article 44 of the Law on Enterprises 2020 stipulates that the business lines of a limited liability company branch must be consistent and accurate with the business lines and lines of the limited liability company.

Therefore, the business lines of a limited liability company branch must be in accordance with the registered business lines of the limited liability company. If you want to do other business lines, the limited liability company must first add additional business lines.

4. Does establishing a branch of a limited liability company require a business registration?

Pursuant to Article 45 of the Enterprise Law 2020, the registration of branch operations of a limited liability company is carried out as follows:

– Limited liability companies have the right to establish branches domestically and abroad. A limited liability company can place one or more branches in a locality according to the administrative unit boundaries.

– In case of establishing a domestic branch, the limited liability company sends the branch’s operation registration documents to the Business Registration Authority where the limited liability company has its branch.

– Within 03 working days from the date of receipt of complete documents, the Business Registration Authority must be responsible for reviewing the validity of the documents and issuing a branch operation registration certificate; In case the registration dossier is not valid, the Business Registration Authority must notify the limited liability company in writing of the contents that need to be amended or supplemented. In case of refusal to issue a branch operation registration certificate, the limited liability company must be notified in writing and clearly state the reason.

– The limited liability company is responsible for registering changes in the content of the branch operation registration certificate within 10 days from the date of change.

Accordingly, there is currently no regulation requiring a branch or company to re-register its business, but when establishing a branch, the limited liability company is responsible for registering the branch’s operations.

5. Rights and obligations of limited liability company branches

Pursuant to Article 19 of the 2005 Commercial Law, a limited liability company branch has the following rights:

• Rent headquarters, rent or purchase facilities, equipment, and utensils necessary for the operations of a branch of a limited liability company.
• Recruiting Vietnamese or foreign workers to work at a branch of a limited liability company according to Vietnamese law.
• Enter into contracts in Vietnam but must be consistent with the content of activities specified in the company branch establishment license and according to the provisions of the Commercial Law.
• Open a bank account in Vietnamese currency or foreign currency at a bank licensed to operate in Vietnam.
• Transfer branch profits abroad according to Vietnamese law.
• Have a separate seal bearing the name of the Branch according to Vietnamese law.
• Carrying out activities such as buying and selling goods and other commercial activities must be in accordance with the license to establish a branch in accordance with Vietnamese law and international treaties to which Vietnam is a member.
• Other rights that are legal according to the law.

Pursuant to Article 20 of the 2005 Commercial Law, a limited liability company branch has the following obligations:

• Implement accounting regimes prescribed by Vietnamese law; In cases where other common accounting regimes need to be applied, they must be approved by the Ministry of Finance of Vietnam.
• Report on the activities of the limited liability company branch according to Vietnamese law.
• Other obligations that are legal according to the law.

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

6.1 Is the branch of the limited liability company located in the same province?

A limited liability company is fully entitled to establish its own branches both domestically and abroad, in addition to having the right to have one or more corporate branches in a locality as prescribed in Clause 1, Article 45. Enterprise Law 2020.

6.2 Does a branch of a limited liability company have legal status?

Are not. A branch of a limited liability company does not have legal status but is only a dependent unit of the legal entity that is a limited liability company and is responsible for performing all or part of the company’s functions. Limited.

6.3 Can a branch of a limited liability company open a representative office?

According to the provisions of Article 44 of the Enterprise Law 2020, Branches and Representative Offices are dependent units of the company. Current enterprise law does not recognize cases where a branch of a limited company is allowed to open a representative office.

6.4 Does the limited liability company branch have a tax code?

Have. According to the provisions of Clause 5, Article 8 of Decree 01/2021/ND-CP, the company’s dependent unit code is issued to the company’s branch. This code will also be the branch’s tax code.

6.4 Can a branch of a limited liability company declare taxes on its own?

When registering for branch operations, a limited liability company can choose the following accounting methods: Dependent accounting or independent accounting. Depending on the registration of accounting form, the limited liability company branch can declare taxes themselves or have the limited liability company declare taxes.

Above is an article about the issue of Instructions on procedures for establishing a branch of a limited liability company in 2024 of Viet My. In case you have difficulty establishing a limited liability company branch or have questions related to this issue, please contact LUAT VA KE TOAN VIET MY immediately for further advice and Get more deals!