BRANCH / REPRESENTATIVE OFFICE / BUSINESS LOCATION CONSULTING
SERVICES
FOR FDI ENTERPRISES
Foreign-invested enterprises seeking to expand their presence in Vietnam must comply with procedures that differ significantly from those applicable to domestic companies. VLIC provides comprehensive support for establishing Branch Offices, Representative Offices, and Business Locations for FDI enterprises— ensuring full legal compliance and timely execution.
150+
FDI Clients Assisted
5–10
Business Days
3
Entity Types
Our Vision
Empowering FDI Growth Across Vietnam
The Challenges
UNIQUE CHALLENGES FACED BY FDI ENTERPRISES
FDI enterprises are subject to both the Law on Enterprises and the Law on Investment.A lack of understanding of these regulatory differencesoften leads to procedural mistakes when establishing Branch Offices or Business Locations in Vietnam.
Applying Domestic Business Procedures
Many FDI enterprises mistakenly follow procedures designed for domestic companies, resulting in incomplete IRC/ERC amendments and rejection due to filing with the wrong authority.
Complex IRC/ERC Amendments
Establishing an FDI Branch Office typically requires amendments to both the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).
Restricted Business Sectors for FDI
Certain business sectors may restrict FDI branch establishment or require additional approval from competent government authorities.
Results Delivered by VLIC
FDI clients achieve successful outcomes through bilingual advisory services, synchronized IRC/ERC processing, and timely completion of all procedures.
Entity Types — FDI
THREE FORMS OF PRESENCE AVAILABLE TO FDI ENTERPRISES
Although Branch Offices, Representative Offices, and Business Locations may appear similar, the procedures and conditions for FDI enterprises differ significantly from those for purely domestic companies.
FDI Branch Office
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Special Procedure:The IRC (Investment Registration Certificate) must be amended before registering the branch under the ERC.
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Authority:Industrial Zone / Export Processing Zone Management Board or the Department of Planning and Investment where the branch is located, depending on the area.
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Business Activities:Permitted to conduct business, sign contracts, and issue invoices within the business lines approved under the IRC.
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Tax Code:Has a separate tax code and may declare taxes independently or dependently depending on the financial structure of the FDI parent company.
FDI Representative Office
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Nature:A liaison and trade promotion unit that is not permitted to conduct direct profit-generating business activities.
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Procedure:Amend the IRC to record the Representative Office, then register it on the National Business Registration System.
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Authority:Department of Planning and Investment of the province/city where the Representative Office is located; processing time: 5–7 business days.
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Important Note:FDI enterprises operating in conditional business sectors require additional review of the permitted scope of the Representative Office.
FDI Business Location
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Nature:A location where the FDI company or FDI branch carries out specific business operations.
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Scope:May only be established in the same province/city as the FDI company headquarters or the managing FDI branch.
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Procedure:Notification must be made within 10 business days; no separate IRC amendment is required for the business location.
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Suitable For:Retail stores, showrooms, warehouses, and transaction offices of FDI enterprises within the same province.
⚠ Key Differences Between FDI and Domestic Enterprises
For purely Vietnamese companies, establishing a Branch Office or Representative Office generally only requires registration with the Department of Planning and Investment. ForFDI enterprises, it is mandatory toamend the Investment Registration Certificate (IRC)before proceeding — this is an additional step that requires more time and specific documentation. In addition, certain FDI business sectors arerestricted or require additional approvalfrom the relevant specialized ministry. VLIC reviews all legal conditions before preparing the application dossier.
Quick Compare
FDI vs DOMESTIC ENTERPRISES
WHEN ESTABLISHING A BRANCH OFFICE
A quick comparison of procedural differences explaining why FDI enterprises require specialized legal advisors.
| Criteria | FDI Branch Office | Domestic Company Branch | FDI Representative Office | FDI Business Location |
|---|---|---|---|---|
| Prior IRC Amendment | ✔ Mandatory | ✘ Not Required | ✔ Mandatory | ✘ Not Required |
| Receiving Authority | IZ Management Board / DPI | DPI | DPI | DPI (where the company/branch is located) |
| Permitted to Conduct Business Directly | ✔ Yes | ✔ Yes | ✘ No | ✔ Yes |
| Restricted Business Lines | May apply, depending on the IRC | Based on the parent company’s business lines | Certain sectors | Based on the managing branch |
| Separate Tax Code | ✔ Yes | ✔ Yes | ✘ No | ✘ No |
| Processing Time | 7–10 Business Days | 5–7 Business Days | 7–10 Business Days | 3–5 Business Days |
| Annual License Tax | ✔ Yes | ✔ Yes | ✘ No | ✔ Yes |
Key Conditions
SPECIAL CONDITIONS
FOR FDI ENTERPRISES
In addition to general requirements under the Law on Enterprises, FDI enterprises must also comply with additional requirements under the Law on Investment and Vietnam’s WTO commitments.
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The IRC Must Record the New Entity Type
The Investment Registration Certificate (IRC) of the FDI parent company must be amended to add the Branch Office or Representative Office before registration on the enterprise system.
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Business Lines Must Comply with WTO Commitments
The business lines of the FDI Branch Office or Representative Office must fall within the scope approved under the IRC and comply with Vietnam’s market access commitments.
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Receiving Authority Depends on Location
If the branch is located in an industrial zone or economic zone, the dossier is submitted to the provincial IZ/EZ Management Board. Outside such zones, it is submitted to the local Department of Planning and Investment.
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Specialized Sectors May Require Additional Approval
Certain sectors such as retail, logistics, education, healthcare, and banking may require FDI enterprises to obtain additional approval from the specialized ministry before opening a branch.
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Periodic Activity Reporting
In addition to tax obligations, FDI branches must submit quarterly and annual investment activity reports to the investment registration authority under the Law on Investment 2020.
folder_openDOCUMENTS TO PREPARE
- 01
Written request for amendment of the IRC / Investment Registration Certificate in the prescribed form, adding information on the new Branch Office or Representative Office to the investment project.
- 02
Copies of the current IRC, ERC (Enterprise Registration Certificate), and the latest updated charter of the FDI company, duly certified.
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Notice of establishment of a Branch Office, Representative Office, or Business Location in the form prescribed under the Law on Enterprises (Appendix II-7 of Circular 01/2021).
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Decision of the competent corporate body of the FDI enterprise on the establishment of the Branch Office / Representative Office and the appointment of the head of the new unit.
- 05
Valid copy of the ID card or passport of the head of the Branch Office / Representative Office. If the person is a foreign national, a valid Vietnam Work Permit must be included.
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Office lease agreement or documents proving the lawful right to use the new business location; sub-licenses if required for specialized business sectors.
BILINGUAL SUPPORT
VLIC provides consultation in English or another requested language throughout the entire process, suitable for FDI enterprises from any country.
Procedure
IMPLEMENTATION PROCEDURE
FOR FDI ENTERPRISES
- 01
Review IRC & Business Line Conditions
Review the current IRC and determine whether the proposed Branch Office / Representative Office business lines comply with WTO commitments and require additional specialized approval.
- 02
IRC Amendment (FDI-Specific Step)
Prepare and submit the IRC amendment dossier to the competent IZ/EZ Management Board or Department of Planning and Investment. Processing time: 5–7 business days.
- 03
Prepare Enterprise Registration Dossier
After the amended IRC is issued, prepare the establishment notice, internal decision, and supporting documents under the Law on Enterprises.
- 04
Submit the Dossier to the Local DPI
Submit the Branch Office / Representative Office / Business Location registration dossier to the DPI of the province where the new unit is located. Processing time: 3–5 business days.
- 05
Obtain Certificate & Complete Post-Establishment Registration
Obtain the Branch Office / Representative Office Operation Certificate, register tax code, arrange seal engraving, open a bank account, and assist with Work Permit procedures if the head is a foreign national.
- 06
Periodic Investment Reporting Support
Advise on quarterly and annual investment activity reporting obligations to the investment registration authority and support any post-establishment amendments.
WHY CHOOSE
VLICCONSULTING
Deep Understanding of FDI Law
Comprehensive understanding of both the Law on Enterprises and the Law on Investment, ensuring correct parallel processing of IRC and ERC procedures — a key difference often overlooked by general consultants.
In-Depth Bilingual Advisory
Our English-proficient team helps foreign clients clearly understand each procedural step and the specific legal obligations applicable to FDI enterprises in Vietnam.
Multi-Province Parallel Processing
VLIC can process dossiers in multiple provinces and cities simultaneously, optimizing timelines for FDI enterprises seeking rapid nationwide expansion.
All-Inclusive & Transparent
Clear all-inclusive pricing from the outset for the entire IRC + ERC process, with no hidden fees. Includes government fees, drafting, filing, and follow-up until completion.
Senior Partner
VLICCONSULTING CO., LTD
PRICING
SERVICE FEE SCHEDULE
Consulting Services
- ✓ Review of IRC & Business Line Eligibility Review the existing IRC, verify that the proposed branch business activities comply with Vietnam's WTO commitments and do not require additional approvals.
- ✓ IRC Amendment (FDI-Specific Requirement) Prepare and submit the IRC amendment dossier to the competent Industrial Zone Management Board or Department of Planning and Investment.
- ✓ Preparation & Filing of Branch Registration Dossier Prepare the complete registration dossier in accordance with Circular 01/2021 and submit it to the Department of Planning and Investment where the branch will be located.
- ✓ Collection & Delivery of Branch Operation Certificate Monitor the application process, collect the original Branch Operation Certificate, and deliver it directly to the client.
- ✓ Branch Tax Identification Number Registration Activate a separate tax code for the FDI branch and provide guidance on initial tax registration procedures.
- ✓ Seal Engraving & Bank Account Assistance Arrange branch seal engraving and provide assistance in opening a suitable corporate bank account.
- ✓ Work Permit Advisory for Branch Director Provide guidance on obtaining a Work Permit if the Branch Director is a foreign national.
- ✓ Completion Time: 7–10 Business Days Includes the IRC amendment process. Timely completion commitment with bilingual updates via Zalo and email.
Consulting Services
- ✓ IRC & Representative Office Eligibility Review Review the IRC and confirm that the proposed Representative Office complies with WTO commitments and FDI regulatory limitations.
- ✓ IRC Amendment for Representative Office Registration Prepare and submit the IRC amendment application to record the new Representative Office.
- ✓ Preparation & Filing of Representative Office Registration Dossier Prepare and submit the complete application package to the Department of Planning and Investment where the Representative Office will be established.
- ✓ Collection & Delivery of Representative Office Certificate Monitor the application process and deliver the original Representative Office Operation Certificate together with all supporting documentation.
- ✓ Seal Engraving & Signboard Compliance Advisory Arrange official seal engraving and provide guidance on lawful office signage requirements under Vietnamese law.
- ✓ Representative Office Head Appointment Advisory Provide guidance on appointment procedures, authorization documents, and legal responsibilities of the Representative Office Head.
- ✓ Work Permit Advisory for Representative Office Head Assist with Work Permit procedures if the Representative Office Head is a foreign national.
- ✓ Completion Time: 7–10 Business Days Includes the IRC amendment process. Continuous English–Vietnamese bilingual support throughout the engagement.
Consulting Services
- ✓ FDI Business Location Eligibility Review Confirm that the proposed address is legally valid and located within the same province or city as the FDI enterprise or supervising FDI branch.
- ✓ IRC & Business Scope Verification Verify that the activities conducted at the business location fall within the scope of the existing IRC and do not require a separate IRC amendment.
- ✓ Preparation & Filing of Registration Notification Prepare and submit the registration notification within the statutory ten-business-day deadline.
- ✓ Collection & Delivery of Registration Confirmation Monitor the registration process and deliver the official Business Location Registration Confirmation to the client.
- ✓ License Tax Advisory Provide guidance on annual license tax declaration and payment obligations for the new business location.
- ✓ Post-Registration Support Assist with address changes, temporary suspension procedures, business closure procedures, and other post-registration matters.
