Tiếng Việt
中文Short answer: Yes. A branch is a dependent unit of the enterprise with the task of performing all or part of the enterprise’s functions, including the function of authorized representation (Clause 1, Article 44 of the Law on Enterprises 2020). The company’s legal representative may issue a written authorization to the branch head to sign commercial contracts with partners in the company’s name.
Legal basis
- Law on Enterprises 2020 (Clause 1, Article 44), as amended by Law 76/2025/QH15 (effective from 01/7/2025);
- Civil Code 2015 (Article 84).
Why may a branch sign contracts under authorization?
- A branch is a dependent unit without legal person status (Clause 1, Article 84 of the Civil Code 2015);
- A branch has the task of performing all or part of the legal person’s functions, including the function of authorized representation (Clause 1, Article 44 of the Law on Enterprises 2020);
- The branch head performs tasks under the legal person’s authorization, within the scope and duration authorized (Clause 5, Article 84 of the Civil Code 2015);
- The legal person (company) has the civil rights and obligations arising from transactions established and performed by the branch (Clause 6, Article 84 of the Civil Code 2015).
Thus, a branch does not sign contracts as an independent party but signs in the company’s name under the written authorization — the resulting rights and obligations belong to the company.
Related services
Commercial Contracts
If you are preparing to sign, review or handle a dispute arising from a contract, ANT Legal can help assess key terms, legal risks and suitable handling options.
Contents of the authorization document to note
- Clearly define the scope: contract types, maximum value, partners, authorization duration;
- The authorizer must be the company’s legal representative (or a person sub-authorized by the legal representative, if sub-authorization is permitted);
- The business lines stated in the contract must match the branch’s registered business lines (consistent with the enterprise’s business lines).
Frequently asked questions
May a representative office be authorized to sign commercial contracts?
No. A representative office only has the function of authorized representation for the enterprise’s interests and does not perform business functions (Clause 2, Article 44 of the Law on Enterprises 2020), so it may not sign commercial contracts.
Must a contract signed by a branch bear the company seal?
A contract signed in the company’s name under a valid authorization binds the company; the use of seals follows the agreement and the enterprise’s seal management and use regulations.
To draft a branch authorization with the correct scope and ensure the contract’s legal validity, please contact ANT Legal’s lawyers for review and advice before proceeding.
