How to Establish a Foreign Company Branch in Vietnam (2025 Guide)

Looking to enter Vietnam’s booming market without setting up a new legal entity from scratch? Establish a Foreign Company Branch in Vietnam to expand your operations efficiently – allowing you to trade, sign contracts, and generate revenue directly under your parent company’s name.
In this guide, Green NRJ explains everything you need to know about the process: key legal requirements, estimated timeline, and how our experts can help you register your branch quickly, compliantly, and with full confidence.

What is a branch of a foreign company in Vietnam?

A branch of a foreign company in Vietnam is a dependent unit of the overseas parent company, legally established in Vietnam to conduct part or all of its commercial activities. In other words, the branch can perform revenue-generating operations, sign contracts, and directly carry out business activities permitted under Vietnamese law – without forming a new legal entity.
This form is suitable for foreign companies that have been operating stably abroad and wish to explore the Vietnamese market, build long-term partnerships, or manage ongoing projects. Establishing a branch allows the parent company to leverage its global reputation, minimize initial investment, and maintain full control over its business in Vietnam.

Legal Basis for Establishing a Branch of a Foreign Company in Vietnam

The establishment and operation of a branch of a foreign company in Vietnam are regulated under several key legal documents, including the Commercial Law No. 36/2005/QH11 (Law on Commerce 2005), which defines the legal status of foreign traders and their commercial presence in Vietnam; Decree No. 07/2016/NĐ-CP dated January 25, 2016, providing detailed regulations on the establishment of representative offices and branches of foreign traders; Decree No. 146/2025/NĐ-CP (effective from July 1, 2025), which decentralizes the licensing authority for branches and representative offices; and Consolidated Document No. 12/VBHN-BCT dated June 21, 2024, which unifies the Ministry of Industry and Trade’s implementing circulars and official forms under Decree 07/2016/NĐ-CP.

Main Conditions to Establish a Foreign Company Branch in Vietnam

A foreign company may be granted a license to establish a branch in Vietnam when the following conditions are met:

• The foreign company must be legally established and have operated for at least five (05) years in its home country, as recorded in its business registration certificate or equivalent document. This requirement demonstrates that only well-established and financially stable foreign enterprises are eligible to open a branch in Vietnam, ensuring credibility and sustainable operation in the local market.

• The foreign company must possess a valid Certificate of Business Registration (or an equivalent legal document) issued by a competent authority in its home country. At the time of application, this certificate must remain valid for at least one (01) year to demonstrate that the parent company is still legally existing and operating abroad. This requirement helps Vietnamese authorities verify the company’s current legal status and ensure that only active and compliant businesses are granted permission to establish a branch in Vietnam.

• The business activities of the branch in Vietnam must be consistent with the scope of business that the parent company is legally permitted to conduct in its home country. In other words, the branch can only engage in operations that fall within the parent company’s existing business lines. This ensures transparency and prevents the branch from conducting unrelated or unauthorized activities. For instance, if the parent company is registered in the field of manufacturing and distribution, its branch in Vietnam cannot engage in unrelated sectors such as finance or education.

• The intended activities of the branch must comply with Vietnam’s international commitments under trade agreements such as the WTO, CPTPP, and EVFTA. This means the branch can only operate in business sectors that Vietnam has opened to foreign investment and that are not restricted or prohibited by Vietnamese law. For industries with specific market access conditions – such as telecommunications, education, logistics, or finance-the branch may need to obtain additional approvals or meet special licensing requirements before being allowed to operate.

Key Requirements for Establishing a Branch Office in Vietnam

To legally operate, a branch of a foreign company in Vietnam must meet several practical requirements. The branch must provide a real, verifiable commercial address and evidence of lawful right to use the premises (e.g., lease/MOU and required premises documents). Serviced or shared offices are acceptable if they allow on-site operation and issue proper supporting papers; mailbox-only “virtual” addresses without operational space are not acceptable in practice.

You should also appoint a Head of Branch (ideally based in Vietnam; if absent for over 30 days, a written power of attorney is required) and obtain work permits/exemptions for any foreign employees..

By meeting these requirements, foreign companies can establish a transparent, compliant, and smoothly functioning business presence in Vietnam.

Required Documents for Establishing a Branch in Vietnam

To obtain a Branch Establishment License in Vietnam, the foreign parent company must prepare a complete and properly legalized set of documents. Each document must be accurately translated into Vietnamese, notarized, and legalized by the Vietnamese diplomatic mission before submission.

Licensing Authority and Processing Time

From 1 July 2025, under the latest decentralization regulations, the authority to issue branch establishment licenses has been transferred from the Ministry of Industry and Trade (MOIT) to the People’s Committee of the province where the branch office is located. The Department of Industry and Trade (DOIT) now serves as the main receiving and processing body for applications on behalf of the provincial authority.

In practice, the licensing process typically takes 45 to 60 working days, depending on the completeness of the application and whether consultation with other ministries or departments is required. Once granted, the Branch Establishment License is valid for five (05) years and can be renewed upon expiry.

Step-by-step procedure for branch establishment

Step 1. Document Preparation and Compliance Review
The parent company must prepare all required documents in line with Vietnamese laws and international business standards. Green NRJ supports clients through every step – from verifying document accuracy, translating into Vietnamese, to legalization – ensuring full compliance before submission.

Step 2. Application Submission to Authorities
Once finalized, the complete application dossier is submitted to the provincial Department of Industry and Trade (DOIT), either directly in person or via the province’s online public service portal.

Step 3. Evaluation and License Issuance
The DOIT reviews and assesses the dossier’s validity. If additional clarification or documents are needed, the applicant will be notified promptly. After the review, the DOIT forwards the application to the provincial People’s Committee for official issuance of the Branch Establishment License.

Step 4. Post-Licensing Registrations and Operation Setup
Following license approval, the branch must complete several post-licensing procedures, including:

• Registering for a tax identification number (TIN);

• Making the official seal;

• Opening a bank account in Vietnam; and

• Recruiting local staff to commence lawful business operations.

Comparison: Branch vs Representative Office vs Subsidiary in Vietnam

If your company aims to test the market, a Representative Office is the most cost-efficient structure, allowing presence in Vietnam without engaging in commercial activities.
However, if you plan to sign contracts, issue invoices, or generate revenue, a Branch is the ideal option – enabling full business operations while maintaining direct control from the parent company.
For long-term investment or manufacturing activities, establishing a Subsidiary (FDI company) provides full legal independence and flexibility to expand in Vietnam.

Conclusion

Establishing a branch of a foreign company in Vietnam is a strategic move that allows businesses to expand operations and access the local market quickly. However, obtaining a Branch Establishment License requires a thorough understanding of the licensing authorities (Provincial People’s Committee and Department of Industry and Trade) and strict compliance with Vietnam’s legal procedures.

With years of experience assisting foreign investors in Vietnam, Green NRJ offers a comprehensive, end-to-end service – from document preparation and legalization to application submission and post-licensing compliance.

👉 Contact Green NRJ today to establish your branch in Vietnam – fast, compliant, and risk-free.