Registering branch operations in a limited liability company with two or more members

A branch is a subsidiary unit of a limited liability company, responsible for performing all or part of the functions of the limited liability company, including the authorized representative function. The branch's business lines must be consistent with the company's business lines.

A limited liability company has the right to establish branches domestically and abroad. A limited liability company can establish one or more branches in a locality according to administrative boundaries.

The establishment of a company's branch abroad shall be carried out in accordance with the laws of that country. However, within 30 working days from the date of official opening of the branch abroad, the company must notify in writing the Business Registration Office where the company is registered.

Profile components:

I. In case of establishing a branch in the country:

1. Notice of registration of branch operations (Appendix II-7 form issued with Circular 01/2021/TT-BKHĐT);

2. Decision of the board of members on the establishment of a branch;

3. Valid copy of the Minutes of the meeting of the board of members on the establishment of the branch;

4. Valid copy of Decision on appointment of branch head;

5. A valid copy of one of the following personal identification documents of the branch head and the person authorized to carry out the procedure (if any):

- For Vietnamese citizens: Valid Vietnamese Citizen Identification Card or Identity Card or Passport.

- For foreigners: Valid foreign passport or document in lieu of a valid foreign passport.

6. Application for supplementing and updating information on business registration for branches (form Appendix II-15 issued with Circular 01/2021/TT-BKHĐT) for companies operating under Investment Licenses, Investment Certificates or documents of equivalent legal value that have not supplemented or updated business registration information to be granted business registration to replace the business registration content in the Investment License, Investment Certificate or documents of equivalent legal value (declare information about the enterprise according to the Application for supplementing business registration information issued with Circular 01/2021/TT-BKHĐT);

7. Authorization letter for the person submitting the application and receiving the results if he/she is not the legal representative. This document does not need to be notarized or authenticated.

II. In case of establishing a branch abroad:

1. Notice of establishment of a branch abroad (Appendix II-8 form issued with Circular 01/2021/TT-BKHĐT);

2. Valid copy of the Branch Registration Certificate or equivalent document;

3. Authorization letter for the person submitting the application and receiving the results if he/she is not the legal representative. This document does not need to be notarized or authenticated;

4. A valid copy of one of the following personal identification documents of the authorized person performing the procedure (if any):

- For Vietnamese citizens: Valid Vietnamese Citizen Identification Card or Identity Card or Passport.

- For foreigners: Valid foreign passport or document in lieu of a valid foreign passport.

Place to submit documents: Business Registration Office - Department of Planning and Investment where the branch is located (or Business Registration Office - Department of Planning and Investment where the company is located, when notifying a branch established abroad).

Processing time: Within 03 (three) working days from the date of receipt of complete and valid documents. The Business Registration Office shall issue a Certificate of registration of branch and representative office operations, and update information on business locations in the National Database of Business Registration for LLCs. In case the documents are invalid, the Business Registration Office shall notify the LLC in writing of the contents that need to be revised or supplemented.

After being granted a Certificate of Registration of Operation, the company branch needs to carry out a number of necessary procedures to officially start operating.