Do Foreign-Invested Enterprises Need an Investment Registration Certificate When Establishing a Branch or Representative Office in Vietnam?
As part of their market expansion and business development strategies in Vietnam, many foreign-invested enterprises (FIEs) are exploring the establishment of branches or representative offices across different localities. However, one frequently asked question is:
Does an FIE need to obtain an Investment Registration Certificate (IRC) when setting up a branch or representative office in Vietnam?
In this article, Dedica Law Firm provides a detailed analysis of the legal basis and required procedures, helping foreign investors understand the regulatory framework and make informed decisions when expanding into Vietnam.
1. Legal Basis
The establishment of branches or representative offices by foreign-invested enterprises in Vietnam is governed by the following legal documents:
Law on Enterprises 2020
Law on Investment 2020
Decree No. 01/2021/NĐ-CP on enterprise registration
Decree No. 31/2021/NĐ-CP guiding the implementation of the Investment Law
Official Letter No. 8909/BKHĐT-PC dated December 10, 2014, issued by the Ministry of Planning and Investment
2. Is an IRC Required for Establishing a Branch or Representative Office?
Under Article 41 of the Law on Investment 2020, an Investment Registration Certificate is only required for investment projects in which investors establish a new economic organization to implement the project.
In contrast, establishing a branch or representative office is an expansion of an already-established entity and does not constitute a new investment project. As such, it does not fall under the requirement to obtain an IRC.
Additionally, the Ministry of Planning and Investment clarified in Official Letter No. 8909/BKHĐT-PC:
“The establishment of branches or representative offices by foreign-invested enterprises is a matter of internal organizational management and does not constitute a new investment project. Therefore, it is not subject to the issuance of an Investment Registration Certificate.”
3. Procedures for Establishing a Branch or Representative Office of an FIE
Although an IRC is not required, the enterprise must still register the operation of its branch or representative office with the Department of Planning and Investment in the locality where it intends to operate.
The application dossier includes:
Notification of establishment of a branch/representative office
Resolution and meeting minutes of the parent company on the establishment
A certified copy of the Enterprise Registration Certificate
A certified copy of the ID/passport of the head of the branch/representative office
Power of attorney for the applicant (if applicable)
Processing time:
From 3 to 5 working days after the submission of a complete and valid dossier.
4. Key Notes for Foreign-Invested Enterprises
The name of the branch or representative office must be appropriate and not duplicate any existing registered entities.
The head office of the branch or representative office must not be located in a residential apartment building, unless that building is officially approved for commercial use.
The head of the branch or representative office must possess full legal capacity and is responsible for representing the entity in all legal and business matters.
5. Legal Support Services for Setting Up Branches or Representative Offices in Vietnam
Properly establishing a branch or representative office in compliance with Vietnamese law is a critical factor for FIEs seeking to expand operations in a smooth and lawful manner.
With a team of experienced lawyers and legal consultants specializing in foreign investment and corporate law, Dedica Law Firm is committed to offering comprehensive support:
Full legal consultation on the conditions, procedures, and documentation required to establish a branch or representative office
Preparation and submission of all application documents in accordance with legal regulations
Post-registration assistance, including seal engraving, bank account setup, and activity reporting
Contact DEDICA Law Firm today for expert legal advice!
Phone: (+84) 39 969 0012 (We are available on WhatsApp, WeChat and Zalo)
Head Office: 144 Vo Van Tan Street, Vo Thi Sau Ward, District 3, Ho Chi Minh City, Vietnam
Hours: Monday–Friday (8:30 am – 6:00 pm)
Call us now or leave us a message to get advice. Initial consultation is free of charge.
