Legal Knowledge

Dossier and Procedures for Changing the Head of a Branch

Rate this article

Short answer: When changing the head of a branch, the enterprise must notify the Business Registration Office where the branch is located. The dossier includes: a notice of change of the branch head in the prescribed form; a copy of the legal documents of the new head; and a decision of the owner/Members’ Council on the change. The time limit for processing a valid dossier is 03 working days. After the change, the enterprise should update authorizations and signatures at the bank and notify the branch’s partners. Legal basis: 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 — Articles 44 and 45 (branches, registration of branch operations);
  • Decree No. 168/2025/ND-CP on enterprise registration — dossier and procedures for registering a change of the branch head (current forms; old forms no longer apply).

When must the procedure to change the branch head be carried out?

  • The enterprise appoints a new person to replace the current head of the branch;
  • The head of the branch resigns or leaves;
  • The head dies, goes missing, or is restricted/loses civil act capacity;
  • The enterprise restructures the branch’s management personnel.

Dossier for changing the branch head

  • A notice of change of the branch head in the current form issued with Decree No. 168/2025/ND-CP (note: do not use the old forms);
  • A copy of the legal documents of the new head of the branch (ID card/passport);
  • A decision of the company owner / Members’ Council / company President on the change of the branch head (depending on the enterprise type);
  • A power of attorney for the dossier submitter (if the submitter is not the enterprise’s legal representative).

Implementation steps

Step 1. Issue the change decision

The competent person of the enterprise issues a decision to dismiss the former head and appoint the new head of the branch; determines the scope of authorization for the new head.

Step 2. Submit the dossier

Submit 01 set of the dossier to the Business Registration Office where the branch is located (not where the head office is) — in person or online.

Step 3. Receive the result

The processing time limit is 03 working days for a valid dossier; receive the Certificate of Branch Operation Registration updated with the new head.

Step 4. Post-change updates

  • Update the authorization and signature of the new head at the bank where the branch holds its account;
  • Hand over the branch seal (if any), records, and documents between the former and new heads — prepare a handover minutes;
  • Notify the branch’s partners and customers of the new head.

Notes on the authority of the branch head

  • The head of a branch acts under the authorization of the enterprise’s legal representative — he/she is not the legal representative;
  • All obligations and legal liabilities of the branch are borne by the enterprise;
  • When the former head refuses to cooperate in the handover, the enterprise may still carry out the change procedure under its own decision; it may request competent authorities to assist in recovering the seal and documents.

Frequently asked questions

Is the head of a branch the legal representative?

No. The head of a branch is only an authorized person managing the branch; the legal representative belongs to the enterprise (the parent company).

If the procedure is not yet completed, may the new head sign contracts?

Internally, the new head already has authority from the effective date of the appointment decision. However, to facilitate transactions with banks and state agencies, the registration of the change should be completed.

Does changing the head of an out-of-province branch require tax finalization?

No. Changing the head of a branch does not trigger a tax finalization procedure; only the notice of change is filed with the Business Registration Office where the branch is located.

Notes on applying current regulations

Forms must follow Decree No. 168/2025/ND-CP — the old forms (issued with Circular No. 02/2019/TT-BKHDT) have expired, and submitting an old form will result in the dossier being returned. Contact an ANT Legal lawyer at 0966.475.966 for assistance with the procedure.

Common risks to note

  • Using the old notice form — the dossier is returned;
  • Filing at the wrong place (the head office’s location instead of the branch’s);
  • Failure to update signatures and authorizations at the bank — the branch’s transactions get stuck;
  • Failure to prepare handover minutes for the seal and records between the former and new heads.

How ANT Legal can help

ANT Legal drafts the dossier and carries out the procedure to change the head of a branch; advises on the delineation of authority, handover, and post-change information updates. For prompt advice, please contact a lawyer at 0966.475.966.

Related articles

ANT Legal