Set Up a Branch Office in Vietnam: Steps & Characteristics

This article will guide you through the steps to set up a branch office in Vietnam, detailing the necessary steps, legal requirements, and characteristics of a branch office in Vietnam.


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    set up a branch office in vietnam

    Setting up a branch office in Vietnam is a calculated step for companies hoping to grow into the rapidly expanding Southeast Asian market. Vietnam offers foreign enterprises a plethora of prospects due to its strategic position, good investment climate, and vigorous economic growth. 

    This article will guide you through the steps to set up a branch office in Vietnam, detailing the necessary steps, legal requirements, and characteristics of a branch office in Vietnam.

    What is a Branch Office in Vietnam?

    A branch office in Vietnam is an extension of an overseas corporation that engages in business activities within the country. Unlike representative offices, which are limited to liaison and non-commercial functions, branch offices can engage in business activities that generate profit. For international businesses looking to engage directly in Vietnam’s economic activities, this makes them a desirable alternative.

    Why Set Up a Branch Office in Vietnam?

    There are several compelling reasons to set up a branch office in Vietnam:

    1. Market Access: Foreign businesses can take advantage of Vietnam’s dynamic and expanding market by opening a branch office.
    2. Economic Stability: Vietnam’s economy has consistently expanded, creating a stable atmosphere for the growth of businesses. 
    3. Strategic Location: Vietnam enjoys a strategic advantage due to its close proximity to important markets, including China and other ASEAN countries.
    4. Skilled Workforce: The workforce in the nation is youthful, talented, and getting more and more education.
    5. Government Incentives: To entice foreign investment, the Vietnamese government provides a range of incentives, such as tax breaks and advantageous business laws. 

    Characteristics of a Branch Office in Vietnam

    Before proceeding with branch office registration in Vietnam, it’s important to understand the key characteristics of a branch office:

    • Dependent Status: A branch office is an extension of the parent corporation rather than a distinct legal organization. It is governed by and operates in the name of the parent firm.
    • Business Activities: In contrast to representative offices, branch offices are able to carry out business, enter into agreements, and generate revenue within Vietnam.
    • Compliance Requirements: Branch offices must adhere to local laws governing reporting requirements, tax duties, and accounting standards.
    • Management Structure: The branch office is required to designate a chief representative to oversee its activities in Vietnam.
    • Financial Reporting: Branch offices must keep thorough financial records and provide the Vietnamese government with reports on a regular basis.

    Steps to Set Up a Branch Office in Vietnam

    Setting up a branch office in Vietnam involves numerous steps. 

    Here are the steps for branch office registration in Vietnam:

    Market Research 

    Make extensive research in order to comprehend the Vietnamese market. industry trends, and potential competitors.

    Prepare Required Documents 

    Collect all required paperwork, such as the parent company’s resolution approving the branch office’s establishment and the audited financial statements and certificate of incorporation. 

    Application Submission 

    Submit the application for branch office registration to the Ministry of Industry and Trade (MOIT). The application should include the required documents and a detailed business plan.

    Approval Process 

    After reviewing the application, the MOIT could ask for more details or clarification. The approval process typically takes 15-20 working days.

    Obtain License 

    Once approved, the MOIT will issue a Branch Establishment License. This license may be renewed after its initial five-year period.

    Tax Registration 

    Register the branch office with the local tax authorities to obtain a tax code and comply with tax obligations.

    Office Setup 

    Secure a physical office location and ensure it meets the requirements specified by Vietnamese regulations.

    Legal Requirements for Registering a Branch Office in Vietnam

    The legal requirements for branch office registration in Vietnam include:

    • Minimum Capital Contribution: The minimum capital contribution for a branch office varies depending on the industry. However, it is generally lower compared to establishing a wholly foreign-owned enterprise (WOFE) in Vietnam.
    • Business Scope: Clearly define the specific business activities the branch office will undertake.
    • Branch Office Address: Secure a physical office space in Vietnam and obtain a lease agreement.
    • Accounting and Auditing: Establish a proper accounting system and comply with Vietnamese accounting and auditing standards.

    How is a Branch Office Different from a Representative Office in Vietnam?

    Understanding the distinction between a branch office and a representative office in Vietnam is essential for making an informed decision:

    Business Activities:

    • Branch Office: Can engage in commercial activities, sign contracts, and generate revenue.
    • Representative Office: A representative office in Vietnam is limited to market research, promotion, and liaison activities. Cannot conduct business transactions that generate revenue.

    Legal Status:

    • Branch Office: An extension of the parent firm, not a distinct legal entity.
    • Representative Office: Also an extension of the parent company but with more restrictions on its activities.

    Regulatory Requirements:

    • Branch Office: Subject to comprehensive compliance requirements, including tax responsibilities and financial reporting.
    • Representative Office: Less stringent compliance requirements but cannot engage in profit-generating activities.

    Operational Scope:

    • Branch Office: More extensive operational capabilities and can contribute directly to the parent company’s revenue.
    • Representative Office: Predominately handles non-commercial tasks like marketing research, promotion, and liaison. 


    Establishing a branch office in Vietnam is a calculated move that can yield many advantages for international businesses aiming to increase their market share in Southeast Asia. Businesses can make decisions that support their expansion objectives by knowing how to register a branch office in Vietnam, complying with legal regulations, and recognizing the differences between a representative office and a branch office.

    At OnDemand International, we specialize in assisting companies with branch office registration in Vietnam. Our team of experts ensures a seamless and compliant setup, allowing you to focus on growing your business in this dynamic market.


    The process involves conducting market research, preparing required documents, submitting an application to the MOIT, obtaining a Branch Establishment License, registering for tax, and setting up the office.

    Yes, unlike representative offices, branch offices have the ability to do business and generate revenue.

    Representative offices are only permitted to conduct non-commercial activities such as market research and promotion; branch offices, on the other hand, are free to carry out business operations and generate revenue.

    Requirements include having a parent company with at least five years of operation, document authentication, appointing a chief representative, and complying with Vietnamese laws and regulations.

    Vietnamese tax laws must be followed by branch offices, including the filing of tax returns and the payment of relevant taxes. Additionally, they need to maintain proper accounting records and undergo annual audits as per Vietnamese accounting standards.