Tiếng Việt
中文1. What is a company branch?
Under Article 44 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/07/2025) on branches, representative offices and business locations of enterprises:
“Article 44. Branches, representative offices and business locations of enterprises
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1. A branch is a dependent unit of an enterprise, tasked with performing all or part of the enterprise’s functions, including the function of authorized representation. The branch’s business lines must match the enterprise’s business lines.
2. A representative office is a dependent unit of an enterprise, tasked with authorized representation for the enterprise’s interests and protecting such interests. A representative office does not perform the enterprise’s business functions.
3. A business location is where the enterprise conducts specific business activities.”
Accordingly, a branch is a dependent unit of an enterprise, tasked with performing all or part of the enterprise’s functions, including the function of authorized representation. The branch’s business lines must match the enterprise’s business lines.
2. What does the dossier for registering a JSC branch operation include?
Under Clause 1, Article 31 of Decree No. 168/2025/ND-CP on the dossier for branch operations:
“Article 31. Dossier, order and procedures for registering branch and representative office operations and notifying business location establishment
1. Dossier for registering branch and representative office operations
The enterprise submits the dossier for registering branch and representative office operations to the provincial-level business registration authority where the branch or representative office is located. The dossier includes:
a) The notice of establishment of the branch or representative office signed by the enterprise’s legal representative;
b) Copies of resolutions, decisions and copies of meeting minutes of the Members’ Council for multi-member LLCs and partnerships, of the Board of Directors for joint stock companies; resolutions and decisions of the company owner for single-member LLCs on the establishment of the branch or representative office;
c) Copies of personal legal documents of the head of the branch or representative office.
[…]”
Accordingly, the dossier includes:
– The notice of establishment of the branch or representative office signed by the enterprise’s legal representative;
– Copies of resolutions, decisions and copies of meeting minutes of the Board of Directors for the joint stock company on the establishment of the branch or representative office;
– Copies of personal legal documents of the head of the branch or representative office.
3. What are the procedures for registering a JSC branch operation?
Under Article 31 of Decree No. 168/2025/ND-CP on the order and procedures for registering branch operations:
“Article 31. Dossier, order and procedures for registering branch and representative office operations and notifying business location establishment
[…]
3. Within 03 working days from the date of receipt of a valid dossier, the provincial-level business registration authority issues the Certificate of Branch or Representative Office Operation Registration and updates the business location information in the National Enterprise Registration Database for the enterprise. Where the enterprise has the demand, the provincial-level business registration authority issues the Certificate of Business Location Registration to the enterprise. Where the dossier is invalid, the provincial-level business registration authority notifies the enterprise in writing of the content requiring amendment or supplementation.
4. The establishment of branches and representative offices of enterprises abroad is carried out under the laws of that country. Within 30 days from the date of official establishment of a branch or representative office abroad, the enterprise must notify in writing the provincial-level business registration authority where the enterprise is headquartered. The notice must be accompanied by a copy of the Certificate of Branch or Representative Office Operation Registration or an equivalent document. The provincial-level business registration authority updates information on the enterprise’s branches and representative offices in the National Enterprise Registration Database within 03 working days from the date of receipt of the notice.”
Accordingly, the enterprise submits the dossier for registering branch operations to the provincial-level business registration authority where the branch is located. Within 03 working days from the date of receipt of a valid dossier, the provincial-level business registration authority issues the Certificate of Branch Operation Registration and updates the information in the National Enterprise Registration Database for the enterprise. Where the dossier is invalid, the provincial-level business registration authority notifies the enterprise in writing of the content requiring amendment or supplementation.
Notes on applying current legal provisions
This article belongs to the Corporate Knowledge & M&A group and is presented for reference, helping readers understand the legal issue at a general level before preparing dossiers or conducting transactions.
Legal provisions may change depending on time, locality, dossier type and specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, you should contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.
Common risks to note
- Applying legal documents that have been amended, supplemented or replaced.
- Preparing incomplete dossiers, documents or evidence.
- Misunderstanding conditions, procedures, time limits or competent authority.
- Signing, submitting dossiers or conducting transactions without fully assessing legal risks.
How can ANT Legal help?
ANT Legal assists with reviewing specific situations, checking dossiers, determining the applicable legal basis, advising on handling plans and representing clients before individuals, organizations or competent authorities when necessary.
For quick advice, you may contact our lawyers at 0966.475.966.
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