Vietnam continues to attract strong foreign investment, making it an important market for international businesses looking to expand in Southeast Asia. In the first eight months of 2026, Vietnam attracted US$40.63 billion in registered foreign direct investment (FDI), up 55.4% year on year, while disbursed FDI reached US$17.25 billion.
For foreign businesses already established overseas, a Branch Office can provide a way to conduct permitted commercial activities in Vietnam without establishing a separate Vietnamese company. A branch is an extension of the foreign Company rather than an independent legal entity, meaning the foreign company remains responsible for its activities in Vietnam.
However, a Branch Office is not suitable for every business. Under Decree No. 07/2016/NĐ-CP,a foreign company (referred to as a “foreign trader”) generally must have operated for at least five years before applying for a branch licence, and the proposed branch activities must comply with Vietnam's market-access commitments and applicable regulations.
This guide explains what a Branch Office is, who can establish one, the documents and licensing process involved, and the ongoing compliance requirements businesses should consider before setting up in Vietnam.
Aspects of a Branch Office in Vietnam
Structure of a Branch Office
A Branch Office is an extension of an existing foreign company rather than a separate Vietnamese legal entity. Under Decree No. 07/2016/NĐ-CP, the foreign company must be legally established and registered in its home jurisdiction and must generally have operated for at least five years before applying for a branch licence. The foreign company remains legally responsible for the branch's activities in Vietnam.
Branch Manager
The branch manager, who is in charge of the daily operations of that branch, must be assigned as the legal representative based in Vietnam. The manager is in charge of all branch operations, including hiring new employees and making sure that all divisions' output is at a high level and that all deadlines are fulfilled.
Process for Incorporating a Branch Office in Vietnam
Once a complete and valid application is submitted, the competent provincial authority generally has 7 working days to issue or refuse the Branch Establishment Licence, following an initial review of the application. The overall setup timeline can be longer because document preparation, legalisation, translation and other practical steps take additional time.
As part of Vietnam's recent administrative decentralisation, the current public-service procedure places the branch establishment licensing process at provincial level. Businesses should confirm the competent authority and submission method for their location when preparing the application.
Legal Requirements for a Branch Office in Vietnam
- Corporate investor (The Owner)’s Business Certificate/ Enterprise Certificate/ Company Certificate or equivalent documents from the country of origin.
- Copies of audited financial statements of the 5 previous years
- The passport or ID card of the head of the branch
- (MOU) or office leasing agreements
- POA from the Corporate investor to Cekindo
- A letter of appointment of the head of the Branch
- All documentation requested from the home country must be translated and legalised.
Documents Required to Establish a Branch Office in Vietnam
The exact document requirements depend on the application and applicable regulations, but the application generally includes:
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The foreign company's business registration or equivalent document.
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Documents demonstrating that the foreign company has operated for at least five years.
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Documents relating to the proposed head of the Branch Office.
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Documents relating to the Branch Office's proposed location.
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The appointment of the head of the Branch Office.
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Other documents required under the applicable administrative procedure.
Documents issued overseas may need to be consularly legalised, translated into Vietnamese and certified in accordance with Vietnamese requirements.
Tax and Ongoing Compliance Requirements
Establishing a Branch Office is only the first step. Once operational, the branch must meet Vietnam's applicable tax, accounting, employment and reporting requirements.
Tax registration and declarations: A Branch Office must complete the applicable tax registration and comply with requirements for tax declarations and payments. From 1 July 2026, branches and representative offices of foreign companies that register directly with the tax authority must also provide information on the foreign parent company's legal and beneficial owners under the updated tax-registration framework. Changes to this information must generally be reported within 10 working days.
Accounting and financial records: Branches must maintain accounting records in accordance with Vietnam's accounting requirements and use the Vietnamese Accounting System unless an alternative accounting system has been approved where required. The branch must also prepare and retain the accounting and financial records required for its operations and tax compliance.
Employment and payroll: If the branch employs Vietnamese or foreign employees, it must comply with applicable labour, payroll, personal income tax and social insurance requirements. Foreign employees may also need to meet Vietnam's current work-permit or exemption requirements.
Operational reporting: The branch must submit operational reports and other filings required under Vietnamese regulations. The Ministry of Industry and Trade's current consolidated framework includes reporting forms for branches of foreign company.
The Differences between Representative Office and Branch Office in Vietnam
There are considerable differences between a representative office and a branch office for business registration in Vietnam.
The advantages & disadvantages of opening a Representative Office vs Branch Office
Plus Points of a Representative Office
- The licensing procedure is simpler
- It has a separate bank account and stamp
- Much easier to terminate the entity if the business doesn’t work out
- Foreigners can run the office legally with no restriction on the number of employees
- No annual business licence fee from 1 January 2026, although other applicable tax and reporting obligations remain.
Minus Points of a Representative Office
- No issuance of the invoice
- No profit-generating business activities are permitted
- An RO cannot conduct revenue-generating business activities and has a more limited commercial role than a Branch Office. Its permitted activities are generally limited to liaison, market research and promotional activities within its licensed scope.
Plus Points of a Branch Office
- Issuance of VAT invoice on its own
- Full business activities are permitted. For instance, inventory, manufacturing, and trading
- Accounting and financial records can be kept together or separated from the headquarters
- Entry into and amendments to contracts or agreements are allowed
Minus Points of a Branch Office
- More complex setup procedure and business registration in Vietnam
- The branch must comply with applicable accounting, tax, labour and reporting requirements. The frequency and nature of filings depend on the branch's activities and applicable regulations.
- All tax obligations or final tax settlements must be clear before the termination of a branch
- The branch is subject to applicable tax, accounting and reporting obligations.
How Ascentium Vietnam Can Assist
Setting up a Branch Office in Vietnam involves more than obtaining a licence. Businesses need to assess eligibility, prepare the required documents, establish the branch correctly and maintain ongoing tax, accounting and reporting compliance.
Ascentium Vietnam supports foreign businesses with branch establishment and ongoing corporate administration, helping them navigate local requirements and keep their Vietnam operations compliant. From documentation and licensing to ongoing compliance, we provide practical support based on the business's needs.
