Procedures for Registering a Branch of a Multi-Member LLC in Vietnam

Short answer: A limited liability company with two or more members may register a branch following these steps: (1) the Members’ Council issues a decision to establish the branch and appoint its head; (2) prepare the dossier; (3) notify the establishment of the branch to the Business Registration Office where the branch is located; (4) receive the Certificate of Branch Operation Registration within 03 working days. A branch is a dependent unit that may conduct the business lines the enterprise has registered; all obligations of the branch are borne by the enterprise. Legal basis: Articles 44–45 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 44 (branches, representative offices, business locations), Article 45;
• Decree No. 168/2025/ND-CP on enterprise registration.

Conditions for establishing a branch

• The enterprise is operating lawfully;
• The Members’ Council decides to establish the branch;
• There is a location for the branch (premises lease/lending contract);
• A head of the branch is appointed (meeting the standards and not falling into cases prohibited from management);
• The business lines the branch intends to conduct fall within the business lines the enterprise has registered.

Procedures for registering a branch

Step 1. The Members’ Council issues a decision

The decision to establish the branch covers: name and address of the branch; business lines of the branch; head of the branch; capital and assets allocated to the branch (if any).

Step 2. Prepare the dossier

• Notice of branch establishment in the prescribed form;
• The decision of the Members’ Council;
• A copy of the legal documents of the head of the branch;
• The lease/lending contract for the branch’s premises.

Step 3. Submit the dossier

Submit to the Business Registration Office where the branch is located (not where the head office is); the time limit is 03 working days; receive the Certificate of Branch Operation Registration.

Step 4. Post-establishment completion

• Make the branch’s seal (if needed);
• Tax registration: the branch is issued a dependent-unit tax code; declare taxes as prescribed (a branch in another province has separate tax obligations);
• Open a bank account for the branch;
• Display a signboard at the branch’s location;
• If conducting conditional business lines: fully meet the conditions at the branch’s location.

Tax obligations of an out-of-province branch

• A dependent-accounting branch: declares VAT at the place where the branch is located (under the allocation rules);
• An independent-accounting branch: declares and pays taxes as an independent unit;
• Personal income tax, fees and charges, etc. are handled under current regulations.

Frequently asked questions

Does establishing a branch require an increase in charter capital?

Not mandatory. Capital allocated to the branch is the enterprise’s internal capital.

How many branches may a company establish?

No limit on the number.

Must the head of a branch be a member of the company?

Not mandatory — an outsider may be appointed, but such person must meet the standards and not fall into cases prohibited from management.

Notes on applying current regulations

An out-of-province branch gives rise to more complex tax obligations — the enterprise should clearly determine its accounting model (dependent/independent) from the time of establishment so that declarations are correct. Contact an ANT Legal lawyer at 0966.475.966 for advice.

Common risks to note

• The branch conducts business lines the enterprise has not registered;
• Failure to declare taxes at the place where an out-of-province branch is located;
• The head of the branch falls into a case prohibited from management;
• Failure to display a signboard or make a seal when required.

How ANT Legal can help

ANT Legal handles the entire procedure for establishing a branch of a limited liability company with two or more members: preparing the dossier, registration, seal making, tax registration, and advice on tax obligations. For prompt advice, please contact a lawyer at 0966.475.966.

Related articles

• Procedures for registering the establishment of a limited liability company with two or more members
• Procedures for registering the establishment of a representative office of a limited liability company with two or more members
• Procedures for registering a change in charter capital of a single-member limited liability company
• Procedures for transferring contributed capital in a limited liability company with two or more members
• Comparing a limited liability company with two or more members and a joint stock company