A branch office is a way for a foreign company to operate in Vietnam under its own name. You can sign contracts, generate revenue, and hire staff, all without setting up a separate legal entity. This guide covers who can set up a branch in Vietnam, the registration process, and the compliance obligations that apply once you're operational.
Who Can Set Up a Branch in Vietnam?
Under Vietnam's WTO Commitments, branch registration is only permitted for foreign companies operating in a defined list of service industries:
- Banking
- Non-life insurance
- Legal services
- Technical consulting
- Computer-related services
- Management consulting
- Franchising
- Specific securities services
If your business operates outside these sectors, a branch is not a viable path. A foreign e-commerce company looking to run fulfilment and retail operations in Vietnam, for example, would need to set up a subsidiary instead.
In addition to sector eligibility, Article 8 of Decree 07/2016/ND-CP sets out four conditions your parent company must meet before it can open a branch in Vietnam.
- Legal status in the home country: Your parent company must be incorporated in a country that is a WTO member or has commercial relations with Vietnam.
- Operating history: Your parent must have at least five years of operating history.
- A valid registration certificate: The parent's home registration must remain valid for at least one more year from the date you submit your application in Vietnam.
- Scope alignment: The branch's planned activities in Vietnam must cover only WTO-permitted sectors and business lines the parent company is already licensed to conduct at home. You cannot use a branch to enter a business line your parent does not already operate.
One key limit: Under Article 3 of the Decree, you can only register one branch with the same name within a single province or centrally-run city. Opening branches across multiple provinces is permitted, but each requires its own application.
Branch Office vs. Subsidiary vs. Representative Office
A branch office is one of three common structures foreign companies use to establish a presence in Vietnam. Each is regulated by a different authority and suited to a different set of objectives. Below is an overview of how they compare:
| Feature | Branch Office | Subsidiary (LLC/JSC) | Representative Office |
|---|---|---|---|
| Licensing Authority | MOIT, or relevant sector regulator (SBV for banking, MoF for insurance) | Provincial Department of Planning and Investment (DPI) | Provincial DPI |
| Legal Status | Extension of parent | Separate entity | Extension of parent |
| Liability | Parent assumes full liability | Liability limited to capital contributed | Parent assumes full liability |
| Revenue Generation | Permitted, within the scope of the establishment license | Permitted across registered business lines | Not permitted; non-commercial activities only |
| Sectors Allowed | Restricted (per WTO commitments) | Most sectors open to foreign ownership under WTO and FTA commitments | Open to most sectors, but only for liaison and research activities |
| Parent Operating History | Minimum 5 years of incorporation in home country | None required | Minimum 1 year of incorporation in home country |
| Best For | Foreign banks, insurers, law firms, and consultancies | Manufacturing, trading, most services outside the WTO branch list | Market research, supplier sourcing, and brand-building |
A Branch Office is the fastest way to enter the Vietnamese market under your parent company's name and reputation. It generally serves foreign banks, insurers, law firms, and consultancies in WTO-permitted service sectors. Some companies also use it as a stepping stone to test the market before transitioning into a wholly foreign-owned subsidiary.
In contrast, a subsidiary is typically structured as a Limited Liability Company (LLC) or Joint Stock Company (JSC). It is the standard choice when your sector falls outside the WTO branch list, or when you are setting up manufacturing, trading, or distribution operations. Companies generally choose this to tap into preferential corporate income tax rates and investment incentives, particularly within special economic zones.
A Representative Office is the lightest footprint of the three. It cannot generate revenue or sign commercial contracts. However, it gives you a legal presence for market research, supplier sourcing, and brand-building before you commit to anything bigger.
Emerhub can advise on the most suitable entity for your operations with a free consultation. Let us know about your plans, and our local advisors will reach out with tailored insights
Legal Requirements to Register a Branch Office in Vietnam
Vietnam acceded to the Hague Apostille Convention in December 2025, with full application expected from September 11, 2026. Until then, every document from outside Vietnam must undergo consular legalisation at the Vietnamese embassy in your home country. An apostille stamp alone is not yet sufficient. Emerhub can help you prepare the following:
- Application form signed by the legal representative of the parent, using the official MOIT template
- Parent company's business registration certificate, notarised at home and consularly legalised through the Vietnamese embassy
- Audited financial statement for the most recent fiscal year
- Articles of Association or charter of the parent
- Branch charter setting out the operating rules, scope, and governance of the Vietnamese branch
- Appointment letter for the Head of Branch
- Copy of passport or Vietnamese ID card for the branch head
- Proof of office address. This can be a signed lease agreement or MOU for a commercial space in Vietnam, along with the landlord's land use right or building ownership documents. The address must be in a commercial zone.
Note on Document Legalisation: Each document must be notarised in your home country, legalised at the nearest Vietnamese embassy, translated into Vietnamese, then notarised again locally. Missing any step is the most common reason applications get returned. Emerhub advisors manage the entire process on your behalf.
The Branch Office Registration Process in Vietnam
Branch licensing runs through the MOIT rather than the DPI, which handles standard company registration. Once the MOIT issues the license, the branch must complete several follow-up registrations before it can operate.
Step 1: Submit the Dossier to MOIT (or Sector Authority)
Submit your complete application to MOIT in Hanoi, either in person, by post, or through the online public service portal. Under Article 13 of Decree 07/2016/ND-CP, MOIT has three working days to check completeness and may issue a written request for supplementation if something is missing. The standard review period is seven working days from the date a complete dossier is received.
For certain regulated sectors, MOIT does not issue the license on its own. It first consults the relevant specialised ministry, which may add several weeks to your timeline depending on your sector:
- Non-life insurance: Ministry of Finance (MOF)
- Securities services: State Securities Commission, under the MOF
- Legal services: Ministry of Justice
- Technical and management consulting: MOIT handles these directly, but may seek input from relevant line ministries depending on the specific sub-sector.
Important Note: Foreign bank branches are primarily regulated by the State Bank of Vietnam (SBV), which runs a separate licensing process independent of MOIT. In practice, this means a separate application to the SBV with its own documentation requirements and capital adequacy conditions.
Once approved, MOIT publishes the branch's details on its official portal within 15 days. The Branch Establishment License is valid for up to five years and can be renewed before it expires.
Step 2: Tax Registration with the DGT
With the Branch Establishment License issued, you must fulfil several mandatory tax obligations:
- Tax code activation: Within 10 working days of receiving your license, register with the local tax office. This activates your Tax Identification Number (TIN) for all future filings.
- Business License Tax: Declare and pay the annual Business License Tax, currently VND 1 million (~USD 38) per year.
- E-invoicing: Set up a government-approved e-invoicing system. Paper-based invoicing is entirely obsolete, and digital compliance is a prerequisite for revenue generation.
Step 3: Open a Corporate Bank Account
Once your tax code is active, the next step is opening your corporate bank accounts. The branch will need a Vietnamese dong account and, in most cases, a foreign currency account as well. Banks will generally ask for your branch establishment license, tax registration certificate, branch charter, and identification documents for the branch head.
The process generally takes between one to four weeks. However, it also depends on the completeness of your documents, the bank’s procedures, and the complexity of your company structure
Step 4: Apply for Work Permits (if Hiring Foreign Staff)
With your branch licensed and tax code active, you can now begin hiring. Foreign employees, including the branch head, need a work permit before starting work in Vietnam. You’ll have to submit a combined dossier covering both the justification for hiring a foreign worker and the work permit application. A few things to keep in mind:
- The application must be submitted between 10 and 60 days before the employee's expected start date.
- Authorities have 10 working days to review and issue the permit.
- For each foreign hire, the branch must demonstrate that the role cannot be filled by a qualified Vietnamese candidate.
- Work permits are valid for up to two years and can be extended once, capping out at four years total.
There is no fixed quota on foreign staff, but the justification requirement applies to every position and is assessed individually.
Step 5: Register with Labour Authorities and Social Insurance
Even if your branch starts with just one employee, you must register with the Department of Labour, Invalids and Social Affairs (DOLISA) and enrol your staff in Vietnam's mandatory insurance schemes. There are two things you need to do:
- Labour declaration: Notify DOLISA that your branch is active and employing staff. Companies with ten or more employees must also register their internal labour regulations with DOLISA.
- Social insurance registration: Register with the district-level Social Insurance agency within 30 days of signing your first employment contract. This covers social, health, and unemployment insurance for all eligible employees.
Current contribution rates (effective 1 July 2025 under the Social Insurance Law 2024 and Decree 158/2025/ND-CP):
| Contribution | Vietnamese Employees | Foreign Employees |
|---|---|---|
| Employer total | 21.5% | 30% |
| Employee total | 10.5% | 9.5% |
| Includes: Social insurance | 17.5% / 8% | 17.5% / 8% |
| Health insurance | 3% / 1.5% | 3% / 1.5% |
| Unemployment insurance | 1% / 1% | Not applicable |
Bear in mind that foreign employees on labor contracts of 12 months or longer are subject to mandatory social insurance contributions, with limited exemptions for intra-company transfers and employees who have reached retirement age.
Overall Timeline: From initial submission to a fully operational branch, allow eight to twelve weeks. Document legalisation at the Vietnamese embassy in your home country drives most of that timeline.
Set Up Your Branch Office in Vietnam with Ease
A branch office can get you into the Vietnamese market faster than a full incorporation. However, legalising your documents and agency registrations are where most companies lose their time-to-market and momentum.
Emerhub's local team in Vietnam supports foreign companies through every stage. We can confirm your eligibility, prepare your documents, and manage your MOIT submission. We can also handle your tax registration and post-licensing compliance.
Ready to set up a branch office in Vietnam? Fill out the form below, and our local advisors will be in touch.
Frequently asked questions
1. How long does it take to register a branch office in Vietnam?
The typical timeline is eight to twelve weeks. MOIT takes seven to ten working days to review a completed dossier, but document legalisation at the Vietnamese embassy is what drives most of the wait. Post-licensing steps like tax registration and opening corporate bank accounts may also add a few more weeks before the branch is fully operational.
2. What is the minimum capital requirement to open a branch office in Vietnam?
Vietnamese law does not specify a fixed minimum capital amount for most branch offices. However, your parent company's audited financial statements must demonstrate sufficient financial capacity to fund the branch's operations.
3. Can I convert my branch office into a Limited Liability Company (LLC) later?
There is no direct conversion mechanism under Vietnamese law. Moving from a branch to a subsidiary means registering the new entity from scratch and going through a formal liquidation process to close the branch. If long-term growth or sector expansion is already part of your roadmap, it is worth thinking carefully about which structure serves you better from the start.
4. Can I expand my branch’s business scope later?
A branch's scope is tied directly to what the parent company is licensed to do at home. Any expansion requires a formal license amendment, which is significantly extensive. If your plans evolve beyond that scope, transitioning to a subsidiary is likely the more practical path.
5. Can I register a branch office in Vietnam if my parent company is not from a WTO member country?
Article 8 of Decree 07/2016/ND-CP requires the parent company to be registered in a WTO member state or a country that has commercial relations with Vietnam. If your home country has a bilateral trade agreement with Vietnam, you may still qualify. Emerhub advisors can verify your eligibility and handle the registration process for you.