Establishing a Branch of a Single-Member LLC Under the Law

What is the dossier for registering the operations of a branch of a single-member limited liability company? How long does it take to be issued a branch operation registration certificate?

1. What is a branch of a single-member limited liability company?

Under Clause 1, Article 44 of the Law on Enterprises 2020 on branches as follows:

“1. A branch is a dependent unit of an enterprise, tasked with performing all or part of the functions of the enterprise, including the function of authorized representation. The business lines and trades of the branch must match the business lines and trades of the enterprise.”

Accordingly, under the above provisions, a branch of a single-member limited liability company is a dependent unit of the single-member limited liability company, tasked with performing all or part of the functions of the company, including the function of authorized representation. The business lines and trades of the branch must match the business lines and trades of the company.

2. What does the dossier for registering the operations of a branch of a single-member limited liability company include?

Under Clause 1, Article 31 of Decree 168/2025/ND-CP on the dossier for registering branch and representative office operations as follows:

“1. Dossier for registering branch and representative office operations

The enterprise submits the dossier for registering branch and representative office operations at the provincial Business Registration Authority where the branch or representative office is located. The dossier includes the following documents:

a) Notice of establishment of the branch or representative office signed by the legal representative of the enterprise;

b) A copy of the resolution, decision and a copy of the meeting minutes of the Members’ Council for a multi-member limited liability company or partnership company, of the Board of Directors for a joint-stock company; the resolution or decision of the company owner for a single-member limited liability company on the establishment of the branch or representative office;

c) A copy of the personal legal documents of the head of the branch or representative office.”

Accordingly, under the latest procedures, to register the operations of a branch of a single-member limited liability company you need to prepare a dossier including:

– Notice of branch establishment signed by the legal representative of the enterprise;

– A copy of the resolution or decision of the company owner on the establishment of the branch;

– A copy of the personal legal documents of the head of the branch.

This dossier is submitted to the provincial Business Registration Authority where your company’s branch is located.

3. How long does it take to be issued a branch operation registration certificate?

Under Clause 3, Article 31 of Decree 168/2025/ND-CP on the order and procedures for registering branch and representative office operations and notifying business location establishment as follows:

“3. Within 03 working days from the date of receiving the dossier, the Business Registration Authority is responsible for reviewing the validity of the dossier and issuing the branch or representative office operation registration certificate; where the dossier is invalid, the Business Registration Authority must notify in writing the contents to be amended or supplemented to the enterprise. Where issuance of the branch or representative office operation registration certificate is refused, the enterprise must be notified in writing with the reasons stated.”

Note: Under the above provisions, the time for issuing the branch operation registration certificate is counted from the date the Business Registration Authority receives the dossier, not from the date the enterprise submits the dossier.

Accordingly, if your company’s branch establishment registration dossier is valid, the Business Registration Authority will issue the branch operation registration certificate to your company within 03 working days from the date of receiving the dossier. Where the dossier is invalid, the Business Registration Authority will notify in writing the contents to be amended or supplemented to your company. Where issuance of the branch operation registration certificate is refused, the Business Registration Authority must notify your company in writing with the reasons for refusal stated.

The above are the latest provisions relating to the establishment of a branch of a single-member limited liability company, the dossier for registering branch operations, and the time limit for issuance of the branch operation registration certificate.