Establishment of a branch of a single-member limited liability company according to the law

Documents for registration of branch operations of a single-member limited liability company? How long does it take to receive a branch operation registration certificate?

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

Pursuant to Clause 1, Article 44 of the Law on Enterprises 2020, the regulations on branches are as follows:

“1. A branch is a dependent unit of the enterprise, responsible for performing all or part of the enterprise’s functions, including the function of authorized representation. Business lines and lines of the branch The branch must be consistent with the industry and business of the enterprise.”

Thus, according to the above regulations, a branch of a one-member limited liability company is a dependent unit of a one-member limited liability company, with the task of performing all or part of the company’s functions, including the function of authorized representation. The branch’s business lines must be consistent with the company’s business lines.

2. What does a branch operation registration dossier of a single-member limited liability company include?

According to Clause 1, Article 31 of Decree 01/2021/ND-CP regulating the branch and representative office operation registration dossier as follows:

“1. Dossier for registration of branch and representative office operations representative

The enterprise submits an application to register the operation of a branch or representative office at the Business Registration Office where the branch or representative office is located. The application includes the following documents:

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

b) Copy of resolutions, decisions and copies of minutes Meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, of the Board of Directors for joint stock companies; resolutions and decisions of the company owner for one-member limited liability companies on the establishment of branches and representative offices;

Thus, according to the latest procedures to register branch operations of a single-member limited liability company, you need to prepare a set of documents including:

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

– Copy of the resolution and decision of the company owner on the establishment of the branch; branch;

– Copy of personal legal documents for the head of the branch.

This document is filed at the Business Registration Office where your company’s branch is located.

3. How long does it take to receive a Branch Operation Registration Certificate?

Pursuant to Clause 3, Article 31 of Decree 01/2021/ND-CP regulations on the order and procedures for registering branch and representative office operations and notification of establishment of business locations as follows:

“3. Within 03 working days from the date of receipt of the dossier, the Business Registration Authority is responsible for reviewing the validity of the dossier and issuing a Certificate of branch and representative office operation registration; in case the dossier is not valid, the Business Registration Authority must notify in writing the content. It is necessary to amend or supplement the enterprise. In case of refusal to issue a Certificate of registration of branch or representative office operations, it must be notified in writing to the enterprise and clearly state the reason.”

Note: According to the above regulations, the time to issue the Certificate of branch operation registration will be calculated from the date the Business Registration Authority receives the application, not from the date the enterprise submits the application.

Thus, If your company’s branch registration application is valid, the Business Registration Authority will issue a Branch Operation Registration Certificate to your company within 03 working days from the date of receipt of the application. In case the dossier is not valid, the Business Registration Authority will notify your company in writing of the content that needs to be amended or supplemented. In case of refusal to issue a Branch Operation Registration Certificate, the Business Registration Authority will have to notify your company in writing and clearly state the reason for the refusal.

Above are the latest regulations related to the issue of establishing a branch of a single-member limited liability company, the branch operation registration documents, and the deadline for granting a Branch Operation Registration Certificate.