When you want to open a branch of a foreign company in Vietnam, it will be a big deal. Because a branch requires more conditions and is subject to stricter management than if you open a mobile office. ANT Legal We will guide you specifically on relevant regulations, procedures, and conditions so you can confidently enter the Vietnamese market.

Conditions for opening a branch of a foreign company in Vietnam

• A foreign company is not allowed to establish more than one representative office or branch with the same name within a province or centrally-run city;
• Foreign companies are established and registered for business in accordance with the laws of countries and territories participating in international treaties to which Vietnam is a member or the laws of countries and regions. This territory recognizes;
• The parent company has been established for at least 05 years;
• If the business registration certificate or equivalent document of the parent company stipulates an operating period, that period must be at least 01 year from the date of application;
• Activity content (business lines, scope of operations, Nationality of the parent company) of the Branch must be consistent with Vietnam’s market opening commitments in international treaties to which Vietnam is a member and consistent with the parent company’s business lines; In case it is not appropriate, the establishment of a branch must be approved by the Minister of specialized management.

Documents to be prepared to open a branch of a foreign company in Vietnam

• Application for a Branch Establishment License according to Form MD-5 of the Appendix issued with Circular 11/2016/TT-BCT by an authorized representative of the foreign trader Signed;
• Business registration or documents of equivalent value of the parent company (Consular legalized copy with translation);
• Document of the foreign company appointing/appointing the head of the Branch (Branch Director);
• Audited financial statements or documents confirming the implementation of tax or financial obligations in the most recent fiscal year or documents of equivalent value issued or certified by a competent agency or organization where the foreign company was established, proving the existence and operations of the foreign company in the most recent fiscal year (copy with consular legalization with translation)
• Operating Charter Branch activities;
• Copy of passport or ID card or citizen identification card (certified copy if Vietnamese) or consular legalized copy with passport translation (if foreigner) of the Branch Director;
• Documents on the expected location of the Branch headquarters include:
  – Copy of memorandum of understanding or location rental agreement or copy of documents proving that the foreign company has the right to exploit and use the location for the branch headquarters;

          – Copy of documents on the expected location of the Branch headquarters: Certificate of land use rights of the lessor: Certified copy of            copy; Certificate of business registration with real estate business function if the lessor is a              enterprise: Certified copy; or ID card/CCCD of the homeowner if the homeowner is an individual: certified copy.

Process of opening a foreign company branch in Vietnam

Step 1: Apply for a license to establish a foreign trader branch in Vietnam

Documents submitted to the Ministry of Industry and Trade in person, by post or online;

Processing time is about 7 working days. In case the branch/parent company operates in specific industries that are not included in Vietnam’s commitment to open the market through International Treaties to which Vietnam is a member, it will take more time for the authorities to consult with the Ministries in charge of specialized management.

State fees: 3,000,000 VND/time

Step 2: Please register the branch seal sample

Branches of foreign companies have seals. The seal of a branch of a foreign company must be registered at the Police Agency for Administrative Management of Social Order. The procedure is carried out as follows:

The Branch will submit documents including: Application for seal sample registration; License to operate representative offices of foreign traders in Vietnam; ID card/CCCD of the applicant.

After 7 days from the date of submitting a valid application, a certificate of use of the seal sample will be issued;

After that, the new branch contacted the seal engraving units to make the seal.

Step 3: Apply for a tax code for the branch and a personal income tax code for the branch director

Unlike branches of Vietnamese companies, branch establishment licenses of foreign traders do not have a tax code. Therefore, the Branch needs to apply for a tax code.

The branch director is the person who will be paid by the foreign company and earn income in Vietnam. Therefore, the branch director needs to apply for a personal income tax code to facilitate declaring and paying personal income tax.

Completion deadline: 05 -07 working days.

Step 4: Open a bank account

Open a payment account in foreign currency and in Vietnamese Dong of foreign currency origin at the Bank that receives money from the parent company and use this account for branch operations;

Functions of branches

Article 31. Content of branch operations
1. Branches provide services in service industries, excluding service industries in which the establishment of Branches in that field is regulated in specialized legal documents.
2. In case the Branch operates in industries and professions that are required by law to have conditions, the Branch may only operate when it meets the prescribed conditions.

Operating time
The license to establish a branch of a foreign company has a maximum term of 05 years but does not exceed the remaining term of the parent company’s Business Registration Certificate or documents of equivalent value.

For example: If the parent company’s business license is only valid for 1 year, the branch’s operating term cannot exceed 1 year. Or if the office lease contract of the branch in Vietnam is only for 2 years, the branch’s operating term cannot exceed 2 years.

At the end of the term of the license to establish a branch of a foreign trader in Vietnam, the procedure for renewing the license can be carried out. The extension period will also comply with the above regulations on deadlines. Otherwise, you can dissolve the foreign representative office.

Cases in which a foreign company’s branch cannot be opened in Vietnam

• Due to not fully meeting the above conditions;
• Foreign companies applying for a License immediately while still within the ban period are not allowed to open a branch for 02 years from the date the License is revoked;
• The establishment is harmful to the country People’s Defense Department, People’s Security; affecting the social order, traditions, and ethics of Vietnam; harming people’s health, destroying natural resources and the environment;
• Submitting an invalid registration application and not fully supplementing it as required by the Ministry of Industry and Trade;
  The branch director is currently the director of another company established in Vietnam.

Regular reporting regime

• Before January 30 every year, the Branch is responsible for sending a report according to Form BC-2 of the Appendix issued with Circular 11/2026/TT-BCT on its operations in the previous year by post to the Ministry of Public Works Thuong.
• The Branch is obliged to report, provide documents or explain issues related to its operations at the request of the competent state management agency.
• At the same time, the Branch must also periodically report on the use of employees at the branch to the Department of Labor, War Invalids and Social Affairs.

Above is the entire consulting opinion of ANT Legal on Procedures for opening a branch of a foreign company in Vietnam. The advice/legal documents cited above may have changed; expires at this time. Customers please contact us for accurate advice and support.