Order and procedures for registering the operation of a joint stock company branch

1. What is a company branch?

According to Article 44 of the Law on Enterprises 2020, regulations on branches, representative offices and business locations of enterprises are as follows:

“Article 44. Branches, representative offices and business locations of enterprises

1. A branch is a dependent unit of an enterprise, responsible for performing all or part of the enterprise’s functions, including the function of authorized representation. The branch’s business line must be consistent with the enterprise’s business line.

2. A representative office is a dependent unit of an enterprise, with the task of representing, according to authorization, the interests of the enterprise and protecting those interests. Representative offices do not perform business functions of the enterprise.

3. Business location is the place where an enterprise conducts specific business activities.”

Accordingly, 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. The branch’s business line must be consistent with the enterprise’s business line.

2. What does a joint stock company branch registration application include?

According to Clause 1, Article 31 of Decree 01/2021/ND-CP stipulating branch operation records as follows:

“Article 31. Documents, order and procedures for registering branch operations, representative offices, and notification of establishment of business locations

1. Application for registration of branch and representative office operations

Enterprises submit applications to register branch and representative office operations at the Business Registration Office where the branch or representative office is located. The dossier 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 meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and of the Board of Directors for joint stock companies; Resolution and decision of the company owner for a single-member limited liability company on the establishment of branches and representative offices;

c) Copy of personal legal documents for the head of the branch or representative office.

[…]”

Accordingly, the dossier includes the following documents here:

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

– Copy of resolutions, decisions and copies of 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 liability companies limited one member on the establishment of a branch or representative office;

– Copy of personal legal documents for the head of the branch or representative office.

3. How are the procedures for registering the operation of a joint stock company branch?

According to Article 31 of the Decree 01/2021/ND-CP stipulates the order and procedures for registering branch operations as follows:

“Article 31. Documents, order, and procedures for registering branch operations, representative offices, and notification of establishment of business locations

1. Application for registration of branch and representative office operations

Enterprises submit application for registration of branch and representative office operations at the Business Registration Office where the branch or representative office is located.[…]

3. Within 03 working days from the date of receiving valid documents, the Business Registration Office shall issue a Certificate of registration of branch and representative office operations, and update information on business locations in the National Business Registration Database for the enterprise. In case an enterprise needs it, the Business Registration Office will issue a Business Location Registration Certificate to the enterprise. In case the dossier is not valid, the Business Registration Office will notify the enterprise in writing of the content that needs to be amended or supplemented.

4. The establishment of branches and representative offices of enterprises abroad is carried out in accordance with the laws of that country. Within 30 days from the date of officially establishing a branch or representative office abroad, the enterprise must notify in writing the Business Registration Office where the enterprise is headquartered. The notice must be accompanied by a copy of the branch or representative office registration certificate or equivalent documents. The Business Registration Office updates information about branches and representative offices of enterprises in the National Business Registration Database within 03 working days from the date of receipt of the notification.”

Accordingly, enterprises submit applications to register branch operations at the Business Registration Office where the branch or representative office is located. Within 03 working days from the date of receipt of valid documents, the Business Registration Office shall issue a Branch Operation Registration Certificate and update information on the National Business Registration Database for the enterprise. In case the dossier is not valid, the Business Registration Office will notify the enterprise in writing of the content that needs to be amended or supplemented.