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Establish foreign branch in Vietnam (Part 1)

A foreign trader conducting commercial activities in Vietnam, the establishment of a branch must comply with conditions prescribed by the law and each foreign trader just can establish maximum 1 branch within 1 province or municipality. 

To be granted the Establishment of Branch License, a foreign trader must satisfy the following conditions:

1. The foreign trader was established or registered under the law of country or territory which is a member of any international agreement to which Vietnam is also a member or is recognized by the aforesaid country or territory;

2. The foreign trader has been operated at least 05 years from the date of establishment or registration;

3. In case the certificate of establishment or registration or any equivalent document of the foreign trader regulates the validity, then the certificate must be still valid for at least 01 more years from the date of submission;

4. The scope of operation of the branch must comply with Vietnam’s WTO Commitments on market approach in treaties to which Vietnam is a member and conformable with business lines of the foreign trader;

5. In case the scope of operation of the branch is inconsistent with Vietnam’s Commitments or the foreign trader is not located in country or territory which is a member of any treaty to which Vietnam is a member, the establishment of the branch must be accepted by the Minister of relevant Ministry.

Point 4 and 5 above are new conditions confirmable with treaties to which Vietnam is a member and were signed after the day the Law on Commerce 2005 was enacted. Aforesaid conditions ensure the establishment of the branch complying with general conditions of those treaties.

A dossier for establishment of branch of a foreign trader includes:

- An application form for the Establishment of Branch License (using the form published by the Ministry of Industry and Trade) signed by a competent representative of the foreign trader;

- Copies of the certificate of establishment or any equivalent document of the foreign trader;

- A letter of appointment of the head of the branch;

- Copies of audited financial statements or confirmations of fulfillment of tax duties or financial obligations of the latest fiscal year or any equivalent documents proving the existence and operation of the foreign trader in the latest fiscal year;

- Copies of the branch’s charter;

- Copies of ID card or passport of the head of the branch;

- Documents about the intended head-office location of the branch, including:

+ Copies of memorandum of understanding or the lease agreement or documents proving that the trader has the rights to use the location;

+ Copies of documents explaining the intended location of the branch: the location must comply with the regulations on security, occupational hygiene and safety and other relevant regulations;

+ The branch do not have the right to lend or re-lease the location.

Validity of the Establishment of Branch License:

The Establishment of Branch License shall be valid for 05 years but not exceeding the remaining validity of the certificate of registration or equivalent document of the foreign trader in case the documents aforesaid have expire date.

Any foreign trader or foreign enterprise planning to establish a branch in Vietnam to approach a new potential market here, please feel free to contact Apolo Lawyers. We are willing to give legal advice and provide relevant services to make sure that your investment process is safe, promptly and effective!

APOLO LAWYERS

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