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Branches, representative offices and business locations of domestic legal entities

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Chi nhanh van phong dai dien va dia diem kinh doanh EN

In business activities, expanding the market is always a prerequisite goal of the business. Although the sale, service delivery can now be done through e-commerce platforms, the internet. Geolocation barriers are almost something that businesses can easily overcome. However, following strict legal regulations in business management activities, as well as helping to optimize market access, the establishment of branches, representative offices or business locations is also one of the optimal choices of businesses.

According to the current corporate law, branches, representative offices and business locations have fundamental differences. So, what will be the establishment process, records and procedures for establishing a branch, a representative office and a business location?

1. Legal basis

Law on Enterprises 2020.

Decree No. 168/2025/ND-CP on enterprise registration

2. Definition

According to Clause 1, Article 44 of the Law on Enterprises 2020: “A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including authorized representative. The business lines of a branch shall match those of the enterprise.”

In addition, the concept of a representative office is also clearly explained according to Clause 2, Article 44 of the Law on Enterprises 2020: “A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business.”

Similarly, Clause 3, Article 44 of the Law on Enterprises 2020: “A business location of an enterprise is the place at which specific business operations are carried out.”

Should you choose to establish a branch, representative office and business location?

Based on the legal provisions on branches, representative offices and business locations, the common points of branches, representative offices and business locations can be drawn as follows:

  • There is no legal status;
  • Operating on behalf of the Enterprise;
  • All have their own registration certificates;
  • Opened in a geographical location other than the corporate headquarters.

In addition to the similarities, branches, representative offices and business locations also have differences. Therefore, in order to make a decision on whether to establish a branch, representative office or business location, enterprises need to understand their differences, as well as depending on the purpose of establishment of the enterprise. Here we would like to analyze some criteria that distinguish the differences of branches, representative offices or business locations.

CRITERIA BRANCH REPRESENTATIVE OFFICE BUSINESS LOCATION
Business functions Have the ability to do business, carry out production activities under the authorization of the Enterprise Has the function of market development, liaison office; no business, production Have the ability to do business as authorized by the Enterprise
Business lines Be registered in accordance with the Company’s industry Not allowed to register business lines Be registered in accordance with the Company’s industry
Separate tax identification number  Have Have Not
Conclusion of the contract Allowed to sign economic contracts in the name of Not allowed to stand in the name or sign economic contracts Not in name, signing economic contracts
Issuing invoices Have Not Not
Tax planning Dependent or independent Dependent Dependent
Private seal Have Have Without

In terms of scale, independence as well as business functions, carrying out royalized production activities, a branch can operate almost all activities of an enterprise. Representative offices and business locations have more limitations. That is why when businesses approach, the target field, depending on the development goals, what the business wants when expanding the business to a new geographical area that the enterprise will have a suitable choice.

3. Registration of establishment of branches, representative offices and business locations:

According to Article 45 of the Law on Enterprises 2020 and Article 31 of Decree 168/2025/ND-CP, dossiers of establishment of branches, representative offices and business locations include the following documents:

  • Notice of establishment of branches, representative offices and business locations signed by the legal representative of the enterprise;
  • Copies of resolutions, decisions and copies of meeting minutes of the Members’ Council for limited liability companies with two or more members, partnerships, of the Board of Directors for joint-stock companies; resolutions and decisions of the company owner with respect to a one-member limited liability company on the establishment of branches, representative offices and business locations.
  • Copies of legal documents of individuals for heads of branches, representative offices, business locations. If the personal identification number of the head of the branch or representative office is declared as prescribed in clause 1 Article 11 of Decree 168/2025/ND-CP, the application for branch/representative office registration shall not include copies of the legal documents of such person acting as the head of the branch or representative office.

An applicant for enterprise registration as prescribed herein shall submit the application to the provincial-level business registration authority in charge of the province where the enterprise is headquartered. The application for enterprise registration must be received and processed on National Enterprise Registration Information System. Within 03 working days from its receipt of the valid application/notice, the provincial-level business registration authority shall issue a certificate of branch/representative office registration, or update information about the enterprise’s business location on the National Enterprise Registration Database. The provincial-level business registration authority may issue a certificate of business location registration to the enterprise at its request. In case of invalid application/notice, the provincial-level business registration authority shall notify the applicant in writing of necessary modifications.

Note: As of December 27, 2025, the receipt of applications and the delivery of results for the settlement of administrative procedures for organizations and individuals shall be centralized at the headquarters of the Ho Chi Minh City Public Administration Service Center, located at No. 43 Nguyen Van Ba Street, Thu Duc Ward, Ho Chi Minh City.

Above are the legal provisions on branches, representative offices and business locations of enterprises. The article is for informational purposes not for consulting purposes and is not an advisory opinion, Vo & Associates is not responsible in any case. For each local case, please contact Vo & Associates for detailed advice.

The field of corporate law is one of the key areas where we provide in-depth legal services by a team of lawyers with full expertise and experience in charge and solve. We always aim to provide quality and diversified services to optimize cost and efficiency for all types of customers, especially corporate customers.

For each specific case, please contact Vo & Associates for detailed advice.

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