May a Branch Become a Project Owner of an Investment Project?

Does a branch have legal personality? What is an investment project?

Under Article 84 of the Civil Code 2015, a branch or representative office of a legal person: is a dependent unit of the legal person, not a legal person; performs all or part of the functions of the legal person; the head of a branch acts under the authorization of the legal person within the scope and duration authorized; and the legal person bears civil rights and obligations arising from civil transactions established and performed by the branch. Thus, a branch is a dependent unit of an enterprise without legal personality.

Under Clause 4, Article 3 of the Law on Investment 2020 (as amended by Law No. 57/2024/QH15, effective from 01/01/2025), an investment project is a collection of medium or long-term capital proposals to conduct investment and business activities in a specific location over a defined period. In addition: an expansion investment project develops an operating project by expanding scale, increasing capacity, innovating technology, reducing pollution or improving the environment; a new investment project is implemented for the first time or independently of an operating project; an innovative startup investment project implements ideas based on exploiting intellectual property, technology or new business models with high growth potential.

May a branch become a project owner to implement an investment project?

Currently there is no express provision on whether a branch may become a project owner to implement a project. However, under Clause 18, Article 3 of the Law on Investment 2020 (as amended by Law No. 57/2024/QH15), an investor is an organization or individual conducting investment and business activities, including domestic investors, foreign investors and foreign-invested economic organizations. A project owner is defined in Clause 2, Article 4 of the Bidding Law 2023 as the agency or organization owning capital, borrowing capital or directly assigned to manage and use capital and manage project implementation; budget-using units; and centralized procurement units. Meanwhile, Clause 21, Article 3 of the Law on Investment 2020 provides that an economic organization is an organization established and operating under Vietnamese law, including enterprises, cooperatives, cooperative unions and other organizations conducting investment and business activities.

It follows that a branch, as a dependent unit without legal personality, cannot independently exercise investor rights and obligations, nor be independently liable for transactions it establishes. Therefore, a branch cannot become an investor or project owner of an investment project as prescribed.

When is an investor suspended, ceased or terminated from investment and business activities?

Under Article 5 of the Law on Investment 2020 (as amended by Law No. 57/2024/QH15, effective from 01/01/2025) on investment and business policy: investors have the right to conduct business in sectors not prohibited by this Law; for conditional sectors they must meet the prescribed conditions; investors decide and are responsible for their activities; the State recognizes and protects investors’ lawful ownership of assets, investment capital, income and other rights; the State treats investors equally and encourages investment. An investor is suspended, ceased or terminated from investment and business activities if such activities cause or risk causing harm to national defense and security.

Notes on applying current legal provisions

This article belongs to the Real Estate & Projects knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing a dossier or conducting a transaction. Legal provisions may change over time and vary by locality, dossier type and specific circumstances. Where you need to determine the exact legal basis applicable to your dossier, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal documents that have been amended, supplemented or replaced.
• Preparing an incomplete dossier or missing necessary documents or evidence.
• Misunderstanding conditions, procedures, timelines or competent authorities.
• Signing, filing or conducting transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists in reviewing specific situations, checking dossiers, identifying applicable legal bases, advising on solutions and representing clients in working with individuals, organizations or competent authorities when necessary.

For quick advice, you may contact a lawyer at 0966.475.966.

Related articles

When may a micro-enterprise change its accounting regime? May a micro-enterprise design its own accounting voucher forms?
If a dissolved enterprise generates asset liquidation requiring invoices for buyers, what invoices may be issued?
What contents are included in the orientation for building hi-tech zones? What types of activities do hi-tech zones have?
May the enterprise code of a bankrupt enterprise be assigned to another enterprise?
May the head office of a single-member LLC be located at an apartment building address?