Vietnam branch office is one of the three options for foreign companies wishing to setup their presence in Vietnam. The other two options include a Vietnam subsidiary or a representative office. It should be noted that most small to mid-size foreign companies prefer to register a subsidiary company in Vietnam for the reasons as explained in this guide.
To read more about various registration options available to foreign companies, refer to the business and investment environment in vietnam.
The information presented below provides details of registering a branch office in Vietnam.
Vietnam Branch as a Type of Business Entity.
Any activity that is carried in Vietnam on a continuous basis with a profit making purpose needs to be registered with the Accounting and Corporate Regulatory Authority of Vietnam. A company incorporated outside Vietnam is considered a foreign company. A foreign company must register an entity in Vietnam before commencing its business activities here.
A Vietnam branch is a proper legal entity once registered with the company registrar in Vietnam. A Vietnam branch is considered an extension of the foreign company and not as a separate legal entity. Unlike a Vietnam subsidiary, the parent company of a branch office entity is implicitly liable for all the debts and liabilities of the branch office. A claimant can approach the Vietnam courts of law to initiate legal proceeding against the headquarters, by virtue of its branch being located in the Vietnam jurisdiction.
Key Registration Requirements.
Any foreign company wishing to register a Vietnam branch must engage the services of a professional services firm in Vietnam e.g. law firm, accounting firm, or corporate secretarial firm.
- Name: The name of Vietnam branch must correspond to the name of the foreign company.
- Officers: A Vietnam branch must appoint at least 1 authorised representative who is ordinarily resident in Vietnam, i.e. a Vietnam citizen, a permanent resident, or a foreigner who has been issued an employment pass. The agents should be natural persons of at least 18 years of age. Foreign companies that plan to relocate one or more of their staff members from the head office to Vietnam, can apply for employment pass for such individuals after the branch has been registered.
- Constitution and Activities: The shareholders, structure of company and its activities are directed by foreign company’s Constitution. There is no separate Constitution for the branch office.
- Registered Address: A Vietnam branch must have a registered office located in Vietnam. As required by Vietnam Companies Act, the branch office must mention its name and the place of incorporation on all its business correspondence and also outside its place of business in Vietnam.
Documents Required for Registration.
In general, the following documents/information is be required for registering a Vietnam branch office:
- A certified copy of the Certificate of Incorporation of the foreign company.
- A certified copy of the Constitution of the foreign company.
- Particulars of the directors of the foreign company.
- A memorandum of appointment and details of at least 1 person resident in Vietnam who will act as the authorized representative for the Vietnam branch office.
- A memorandum executed by or on behalf of the foreign company stating the powers of the local authorised representative.
- Details of the registered office address in Vietnam.
- Latest audited financial statements of parent company, if required to be prepared in parent country.
Any documents not in English must be translated in English before submission. The firm you have hired may require additional documents as necessary.
To read more about various registration options available to foreign companies, refer to Annual Filings for Vietnam Companies
Registration Procedure and Timeline.
The professional firm hired to handle the branch office registration will take care of all the necessary registration formalities. No physical visit of company executives is required from headquarters. The registration process consists of two basic steps: 1 name approval; and 2 - entity registration.
The name for the Vietnam branch must be the same as that of the parent company. It will generally be approved unless it is identical to any existing company name or is vulgar in nature.
Assuming necessary document are ready and there are no delays in the name approval process, registration of a Vietnam branch can be completed in 1-2 days, subject to approved client due diligence.
The company registrar will send an email notification confirming the registration of the Vietnam branch. The registrar no longer issues any hardcopy certificate, unless specially requested by the company through a separate application post registration of the entity. Email notification is sufficient in Vietnam for all business matters such as bank account opening, signing an office lease agreement.
Bank Account Opening.
After registering a Vietnam branch, a corporate account can be opened in any of the several international and local banks in Vietnam. The exact account opening procedure may vary from one bank to another and some banks require the directors or agents to be present in person while opening the account. Further details about opening a corporate bank account in Vietnam can be found in Vietnam bank account opening guide.
Taxation of Vietnam Branch.
A Vietnam branch is generally considered a non-resident company for tax purposes. Non-resident companies are not eligible for tax benefits resulting from available tax incentives and tax treaties meant for resident companies. For more information on corporate taxes.
Annual Filing Requirements.
Section 373 of the Companies Act requires a foreign company to file its Annual Report and the audited accounts of its Vietnam an branch office within two months of its Annual General Meeting, or within 7 months from the end of its financial year which ever is earlier.