There are two quite different ways to open a branch office in Vietnam, and which one applies depends on who the parent is. A company incorporated abroad with no Vietnamese entity opens a branch of a foreign trader: it needs a licence under the Law on Commerce and Decree 07/2016/ND-CP, it must have operated for at least 5 years, the branch works within the scope of its licence, which in practice means a service sector where Vietnam has committed to allow branches, and since 1 July 2025 the licence is issued by the provincial People's Committee (Article 35(1) of Decree 146/2025/ND-CP). A foreign-invested company already established in Vietnam simply registers a branch with the provincial business registration office, which decides within 3 working days.
Many guides still say the Ministry of Industry and Trade licenses foreign traders' branches. That matches the wording of Article 6 of Decree 07/2016 but not the authority that currently handles the file. If you only need a liaison presence, see our separate guide to the representative office in Vietnam and the handbook entry what is a representative office in Vietnam, which explains what a dependent unit is.
Branch office in Vietnam: which route are you on?#
Three questions settle it:
- Does the group already have a company in Vietnam? If so, the new branch is a branch of that company. Decree 07/2016 does not apply to branches of foreign-invested economic organisations established in Vietnam (Article 2(2)), so there is no licence and no 5-year requirement.
- If not, what will the branch do? Decree 07/2016 describes a branch's activity as supplying services (Article 31(1)) and requires it to match Vietnam's market-opening commitments (Article 8(4)). The Law on Commerce does let a branch trade goods, but only as its licence and Vietnam's treaties allow (Article 19(7)), and Vietnam's WTO commitments open no branches for distribution services. Manufacturing or trading goods therefore almost always calls for a company.
- Has the parent operated for 5 years? If not, the licence will be refused (Article 8(2) and Article 14(1)).
| Branch of a foreign trader | Foreign-invested subsidiary | Branch of a Vietnamese FDI company | |
|---|---|---|---|
| Status | Dependent unit, not a legal entity (Article 3(7) Law on Commerce; Article 84(1) Civil Code) | Vietnamese legal entity, treated as a Vietnamese trader (Article 16(4) Law on Commerce) | Dependent unit of the FDI company |
| Key condition | Parent has operated 5 years; activities match commitments (Article 8 of Decree 07) | Market access conditions for foreign investors (Article 8 Investment Law) | Branch's business lines must match the company's (Article 44(1) Law on Enterprises) |
| Authority | Provincial People's Committee | Investment registration authority and business registration office | Provincial business registration office where the branch sits |
| Processing time | 3 working days to check, 7 working days to decide (Article 13 of Decree 07) | Per the investment and enterprise registration procedures | 3 working days (Article 30(3) of Decree 168/2025) |
| Term | 5-year licence (Article 9(1)) | No 5-year term | No 5-year term |
| Liability | Parent is liable for all branch activities (Article 4 of Decree 07) | Subsidiary, within its capital | The FDI company |
Who can open a branch office in Vietnam under Decree 07/2016?#
Under Article 8 of Decree 07/2016, a foreign trader obtains a branch licence when:
- It is established and registered under the law of a country or territory that is party to a treaty to which Vietnam is a member, or is recognised by that law.
- It has operated for at least 5 years since its establishment or registration.
- If its registration certificate states a term, at least 1 year remains on the filing date.
- The branch's activities match Vietnam's market-opening commitments and the trader's own business lines.
The 5 years are counted for the legal entity that applies, so a newly incorporated holding or regional company does not qualify even if the wider group is decades old. A trader may not have more than one branch or representative office with the same name in a single province or city (Article 3(2)), and cannot obtain a new licence within 2 years of a revocation (Article 14(2)).
Which sectors allow a branch office in Vietnam?#
The Law on Commerce lets a branch sign contracts and trade goods consistent with its licence and Vietnam's treaties (Article 19(3) and (7)). Decree 07/2016 is narrower: a branch supplies services in service sectors (Article 31(1)). In practice the scope is whatever the licence (form GP-2) states.
The commitments test rules out the most plans. The horizontal section of Vietnam's WTO services schedule says that, unless a specific sector provides otherwise, the establishment of branches is unbound. The sectors that do allow branches are:
| Sector in the WTO schedule | Note |
|---|---|
| Legal services (CPC 861, with exclusions) | Branches of foreign lawyers' organisations; governed by sector-specific rules |
| Computer and related services (CPC 841-845, 849) | Branching allowed 3 years after accession (that date has passed) |
| Management consulting (CPC 865) and related services (CPC 866, except 86602) | As above |
| Construction and related engineering (CPC 511 to 518) | As above |
| Franchising (CPC 8929) | As above |
| Non-life insurance; commercial banking; certain securities services | Governed by sector-specific law |
For the computer, consulting, construction and franchising entries, the schedule adds that the chief of the branch must be resident in Vietnam. Distribution services (commission agency, wholesale, retail) carry no branch commitment, which is why a foreign trader's branch is usually not a vehicle for selling goods in Vietnam. Banks, insurers, securities firms and law firms set up branches under their own sector laws, not Decree 07 (Article 1(2) and Article 31(1)). If the parent comes from a country with a free trade agreement with Vietnam, check that agreement's services commitments too.
An activity outside the commitments is not automatically barred: the branch then needs the approval of the minister of the relevant line ministry (Article 8(5)). That is a discretionary approval, not an entitlement.
How to license a branch office in Vietnam: authority, documents, timeline#
Licensing authority. Since 1 July 2025, the issue, amendment, extension and revocation of a foreign trader's branch licence are handled by the provincial People's Committee, following the procedures in Decree 07/2016 (Article 35(1) and (2) of Decree 146/2025/ND-CP). Circular 11/2016/TT-BCT (consolidated text 23/VBHN-BCT of 30 March 2026) makes the provincial People's Committee the focal point for receiving files (Article 4(1)); application form MD-5 is addressed to the provincial People's Committee and the GP-2 licence is signed by its chairperson. The texts do not say in so many words that it is the province where the branch will sit; Article 4(5) of the Circular only has each province report on branches "in its locality", so the sensible reading is the province of the branch's premises. Confirm the receiving office before filing.
Decree 146/2025 expires on 1 March 2027 unless the National Assembly extends it, and the relevant provisions lapse earlier if a new text on the same powers and procedures takes effect before that date (Article 60(2)). Separately, a second draft amending Decree 07/2016 closed for comment on 1 October 2026; as at 12 October 2026 we have not seen it issued. Check both points again when you file.
Documents for the branch licence (Article 12(1) of Decree 07/2016/ND-CP), one set:
- Application on form MD-5, signed by an authorised representative of the trader.
- A copy of the trader's registration certificate.
- The appointment of the head of the branch, with a copy of the head's passport (or ID card if Vietnamese).
- Audited financial statements, or confirmation of tax or financial obligations, for the latest financial year.
- A copy of the branch's operating charter, a document that a representative office file does not require.
- Documents on the premises: a lease or proof of the right to use them, and documents meeting Article 28.
Foreign documents, including the branch charter, must be translated into Vietnamese and certified; the registration certificate must also be certified or legalised by a Vietnamese embassy or consulate (Article 12(2)). For when an apostille can replace legalisation from 11 September 2026, see the apostille section of our representative office guide; the same analysis applies to a branch file.
Steps (Article 13 of Decree 07/2016):
- File in person, by post, or online where available.
- Within 3 working days the authority asks for any missing items, once only.
- Within 7 working days of a complete file it issues the licence or refuses in writing with reasons.
- Where Article 8(5) applies, or the branch "is not yet provided for in a sector-specific legal document", the authority consults the line ministry within 3 working days, the ministry answers within 5 working days, and the authority decides within a further 5 working days (Article 13(4)).
Decree 07 only applies where no sector-specific text governs the branch (Article 1(2) and Article 6), so read literally, the second limb of Article 13(4) could catch almost every file. When you plan the timeline for a branch office in Vietnam, allow for the ministry consultation (about 13 working days instead of 7, plus time for the letters to travel) until the authority confirms otherwise. The licence fee is set by the Ministry of Finance (Article 26).
Running a branch office in Vietnam after licensing#
What the branch may do. Rent premises, hire staff, sign contracts within its licence, open bank accounts, remit profits abroad, and use its own seal (Article 19(1) to (6) Law on Commerce). Its name must combine the trader's name with the word "Chi nhanh" (Article 29(2) of Decree 07/2016), and it may not lend or sublease its premises (Article 28(2)).
Accounting and tax. The branch keeps Vietnamese accounting records unless the Ministry of Finance approves another common system (Article 20(1) Law on Commerce). For corporate income tax, a branch is a permanent establishment (Article 2(3)(a) of Corporate Income Tax Law 67/2025/QH15), so the foreign company pays tax on income arising in Vietnam and on foreign income connected with the branch (Article 2(2)(b)); see how to calculate corporate income tax in Vietnam. On first tax registration and on later changes, the branch must declare the legal owners and beneficial owners of its foreign parent and keep the records for at least 5 years (Article 63(4) of Decree 252/2026/ND-CP).
Head of the branch. The head may not also head a representative office or act as legal representative of a Vietnamese economic organisation (Article 33(8) of Decree 07/2016); if the head is absent for more than 30 days without authorising someone, the trader must appoint a new head (Article 33(5)). A foreign branch head is classed as an executive director (Article 3(2)(a) of Decree 219/2025/ND-CP) and usually needs a work permit, unless an exemption applies, such as the person responsible for setting up a commercial presence (Article 7(10)) or an intra-company transferee (Article 7(13)(b)); see work permit exemptions.
Compliance calendar.
- By 30 January each year: send the previous year's activity report on form BC-2 (Article 32(1)). Failing to report for 2 consecutive years, or being inactive for 1 year with no dealings with the authority, is a ground for revocation (Article 44(1) and (2)).
- Within 60 working days of a change (name, address or activities of the trader or the branch, or the branch head): amend the licence (Article 15 and Article 17(1)). Moving the branch's premises is also only an amendment (Article 15(7)): unlike the rules for representative offices (Article 15(6) and Article 18(1)), the wording draws no line between moves within a province and moves to another one, which made sense while the ministry licensed branches nationwide. Now that licensing is provincial, the texts do not say how a move to another province is handled, so ask the People's Committees of both provinces first.
- At least 30 days before the 5-year licence expires: apply for extension (Article 23(1)) with a fresh set of foreign documents. A licence that lapses without extension ends the branch (Article 35(3)).
After closure the foreign trader remains responsible for performing contracts, paying debts including tax, and settling employee entitlements (Article 38(2)). The closure steps (Form TB-1, tax code termination, staff and work permits) are the same as for a representative office; see how to close a representative office in Vietnam, filing with the provincial People's Committee instead.
Opening a branch of an FDI company already in Vietnam#
Once it has completed the investment registration certificate (IRC) procedure, a foreign-invested company may open branches without a new investment project, using the enterprise registration procedure (Article 73(2) of Decree 96/2026/ND-CP). The steps follow Article 45 of the Law on Enterprises and Article 30 of Decree 168/2025/ND-CP:
- The members' council, board of directors or owner resolves to open the branch and appoints its head. The branch's business lines must match the company's (Article 44(1) Law on Enterprises), and its name is the company name plus "Chi nhanh" (Article 40(2)).
- Within 10 days of the decision, file with the provincial business registration office where the branch will sit: the notice, copies of the decision and minutes (or the owner's decision), and the head's ID documents or personal identification number (Article 45(2) Law on Enterprises; Article 30(1) of Decree 168).
- Within 3 working days of a valid file, receive the branch operation registration certificate (Article 30(3)). It doubles as the branch's tax registration certificate and is not a business licence (Article 6(3)); the branch's dependent-unit code is also its tax code (Article 8(5)). Later changes must be registered within 10 days (Article 45(4) Law on Enterprises).
When the investment rules come back in. A branch that sells or provides services within the company's registered lines needs no new project. If the branch will host a project at a new site, such as a factory or warehouse, the question becomes one of project approval:
- A company in which foreign investors hold more than 50% of charter capital, or which falls under Article 20(1)(b) or (c) of the Investment Law, follows the foreign-investor procedure for any other project, and that project requires an IRC (Article 26(1)(b)); no new company is needed (Article 20(3)).
- If the new site extends an existing project and changes the main content of its IRC, the company amends the IRC; a project with investment policy approval that changes location needs approval of the amended policy (Article 33(2) and (3)(b)). See the IRC in Vietnam and our IRC amendment procedure guide.
- A branch in a conditional business line must meet that line's conditions, and goods trading or retail outlets of an FDI company may need a separate business licence.
Since 1 March 2026 a foreign investor may incorporate a company first and obtain the IRC within 12 months (Article 19(2) Investment Law 143/2025/QH15; Article 72(1) and (4) of Decree 96/2026). Because Article 73(2) speaks of opening branches "after completing the IRC procedure", a company that does not yet hold an IRC should check with the registration office before filing for a branch.
Branch office in Vietnam or subsidiary?#
A branch office in Vietnam needs no separate charter capital and its profit belongs to the parent. In a branch vs subsidiary comparison, the trade-offs are:
- No liability shield. The parent answers for everything the branch does (Article 16(3) Law on Commerce; Article 4 of Decree 07/2016). The owner of a single-member limited liability company is liable only up to its charter capital (Article 74(1) Law on Enterprises).
- Narrow scope. A branch may only do what its licence states, which in practice means services in sectors open to branches. A subsidiary trades within its registered lines, subject to market access conditions.
- A licence with an expiry date. The licence runs for 5 years and never beyond the remaining term of the parent's registration (Article 9(1)); each extension needs fresh foreign documents. The branch also ends if the parent stops meeting the Article 8 conditions (Article 35(6)).
A subsidiary fits better for manufacturing, trading goods, long-term operations, or a sector with no branch commitment; see our guide to setting up a foreign-owned company in Vietnam and what is an FDI company in Vietnam. For pure liaison and market research, a representative office is the lightest option, with a 1-year operating requirement.
Branch office in Vietnam: frequently asked questions#
Our parent company is 2 years old. Can it open a branch office in Vietnam? No; the parent must have operated for at least 5 years (Article 8(2) of Decree 07/2016). The alternatives are a representative office or a foreign-invested company.
Do we file with the Ministry of Industry and Trade or locally? Locally, with the provincial People's Committee, since 1 July 2025 (Article 35(1) of Decree 146/2025/ND-CP; Article 4 of Circular 11/2016/TT-BCT).
Does our Vietnamese FDI company need to amend its IRC to open a branch in another province? Not for the branch itself (Article 73(2) of Decree 96/2026/ND-CP). Investment procedures arise only if the branch carries out a new project or changes the main content of an existing one.
To work through the branch vs subsidiary question, or a representative office instead, before you file, our representative office registration service includes an eligibility review and a comparison of presence options. If you need a Vietnamese legal entity, see company formation in Vietnam; if your FDI company's branch is tied to a new project, see IRC amendment and our wider foreign investment services.
