PROCEDURES FOR REGISTRATION OF DOMESTIC BRANCH OPERATIONS

1. Legal Basis?

- Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

- Law No. 03/2022/QH15 dated January 11, 2022 on amendments and supplements to a number of articles of the Law on Public Investment, the Law on Investment in the Form of Public–Private Partnership, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax, and the Law on Enforcement of Civil Judgments;

- Law No. 76/2025/QH15 dated June 17, 2025 on amendments and supplements to a number of articles of the Law on Enterprises;

- Decree No. 168/2025/NĐ-CP dated June 30, 2025 on enterprise registration;

- Circular No. 68/2025/TT-BTC dated July 1, 2025 providing forms used in enterprise registration and household business registration.

2. What is a Branch?

Clause 1, Article 44 of the Law on Enterprises 2020 stipulates that: “A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including authorized representative. The business lines of a branch shall match those of the enterprise.”

3. Dossier for Registration of Domestic Branch Operations?

Pursuant to Clause 2, Article 45 of the Law on Enterprises 2020 and Clause 1, Article 30 of Decree No. 168/2025/NĐ-CP, the dossier for registration of branch operations includes the following documents:

- The notice of establishment of the branch (Form No. 17 issued together with Circular No. 68/2025/TT-BTC);

- Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s branch, including:

+ A copy of the decision and a copy of the meeting minutes of the Members’ Council for a two-member or more limited liability company and a partnership;

+ A copy of the decision and a copy of the meeting minutes of the Board of Directors for a joint stock company;

+ A copy of the decision of the company owner for a single-member limited liability company.

- A copy of the legal documents of the individual appointed as the head of the branch.

In case the personal identification number of the head of the branch is declared, the dossier for registration of branch operations is not required to include a copy of the legal documents of the individual appointed as the head of the branch.

4. Procedures for Registration of Domestic Branch Operations?

•  Procedures:

Step 1: Prepare the dossier for registration of branch operations;

Step 2: Within 10 days from the date of issuance of the decision on branch establishment, the enterprise submits the dossier for registration of branch operations to the provincial-level Business Registration Authority where the branch is located;

Step 3: The Business Registration Authority reviews the validity of the dossier;

Step 4: The Business Registration Authority issues the Certificate of Branch Operation Registration.

 In case the dossier is invalid, the Business Registration Authority shall notify the enterprise in writing of the contents that need to be amended or supplemented.

In case of refusal to issue the Certificate of Branch Operation Registration, the Business Registration Authority must notify the enterprise in writing and clearly state the reasons.

•  Competent authorities:

- The Business Registration Authority under the Department of Finance of the province or centrally governed city, which is competent to register enterprises whose head offices are located within the locality under its management.

- The Management Board of the High-Tech Park, which is competent to register enterprises whose addresses are located within a high-tech park.

•  Processing time: 03 working days from the date of receipt of a valid dossier.

It can be seen that although the procedures for registration of domestic branch operations are not overly complicated, enterprises are required to fully and accurately comply with the applicable legal regulations. Proper preparation of the dossier, selection of an appropriate branch model, and strict adherence to the prescribed procedures are key factors enabling the branch to operate legally and stably. In the context of an increasingly stringent legal environment, enterprises should proactively update new regulations and consider seeking support from professional legal consulting firms to ensure that the registration process is conducted smoothly, safely, and effectively in the long term.

DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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