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The more the business of the enterprise grows, the more necessary to expand the scale, market, and business activities. Therefore, the establishment of a branch of the company is also increasingly popular. So, according to current Enterprise law, what are the conditions and procedures for establishing a branch of a company? Find out with OTIS LAWYERS in the article below!
Legal grounds
Decree 01/2021/ND-CP on business registration
What is the company branch?
According to Article 44, Section 1 of the Enterprise Law: "A branch is a dependent unit of an enterprise, with the responsibility of performing all or some of the functions of the enterprise, including the function of authorized representative. The business sector of the branch must be consistent with that of the enterprise.
The operational status of the branch
To establish a company branch, the company must first be established and have a business registration certificate.
Condition regarding the branch name
The branch name must be written in Vietnamese letters, the letters F, J, Z, W, numbers and symbols. The branch name must include the name of the enterprise and the phrase “Chi nhánh” for the branch.
For example, if the company name is “Công ty Luật TNHH OTIS và Cộng sự”, when establishing a branch, the branch name must include the phrase “Chi nhánh Công ty Luật TNHH OTIS và Cộng sự” at...
The branch name of the enterprise can be registered in a foreign language and with abbreviations.
Condition regarding the headquarter of the branch
The branch office is the contact location of the enterprise in the territory of Vietnam, with a defined address including house number, lane, alley, street, road or hamlet, commune, ward, town, district, province, city under central authority; phone number, fax number, and email (if any).
The enterprise has the right to establish branches in both domestic and foreign locations. The enterprise may establish one or more branches in a locality according to administrative boundaries.
Regarding the business sector of the branch
The business sector of the branch must be consistent with that of the enterprise. This means that the company branch is only allowed to register business sectors that the company has registered.
The head of the branch
The head of the branch is an individual with full capacity for civil acts, who may be a member of the company or other person.
The head of the branch is not subject to the case of a person with a suspended tax identification code on the tax registration system and the national enterprise registration.
The dossier for establishing a company branch
Include:
- Notification of establishment of a company branch;
- Minutes of the meeting of the Board of Directors/Board of Members on the establishment of the branch;
- A written decision on the establishment of the branch by the owner of a one-member limited liability company; Board of Members of a two-member limited liability company; Board of Directors of a joint stock company; decision of a member of a partnership company;
- Appointment decision of the head of the branch;
- Authenticated copies of the Enterprise Registration Certificate;
- Authenticated copies of the personal documents of the head of the branch;
- Authorization letter for the person submitting the dossier and authenticated copies of their personal legal documents in case the person submitting the dossier is not the legal representative of the company.
The procedures for establishing a company branch
Step 1: Prepare the dossier
Prepare a dossier as mentioned above.
Step 2. Submit the dossier
The dossier can be submitted directly to the Business Registration Office - Department of Planning and Investment where the branch is located, or submitted online on the National Business Registration Portal.
Step 3. Processing the dossier
Within 3 working days from the date of receiving the dossier, the Business Registration Office is responsible for reviewing the validity of the dossier and issuing the Certificate of Registration of branch operation.
In case the dossier is invalid, the Business Registration Office must notify the content that needs to be corrected or supplemented to the enterprise by a written notice. In case of refusal to grant the Certificate of Registration of branch operation, the representative office must notify the enterprise by written notice and state the reason.
Step 4. Publish information on the establishment of the branch
Within 3 working days from the date of receiving the valid dossier, the Business Registration Office will issue the Certificate of Registration of branch operation.
Step 5. Seal the branch and register the seal model
The branch is also entitled to use its own seal. The content of the branch seal must reflect information about the name and tax code of the branch. After sealing, the enterprise must announce the seal model of the branch on the National Business Registration Portal before using it.
Above is our advice on establishing a company branch. We hope that this will be a useful reference source for readers who want to learn about regulations of law in the field of business law.
Business establishment Consulting service of OTIS LAWYERS
OTIS LAWYERS is proud to be a professional unit in the field of business establishment consulting service. With a team of highly specialized lawyers, extensive experience, and a dedication to customers, we believe that we will provide our customers with the best, most professional, cost-effective and fastest service. We are committed to ensuring that all customer information is kept confidential and that customer benefits are always a top priority.
For any questions or comments, please contact:
OTIS AND PARTNERS LAW FIRM
Office address: K28 - Group K, Lane 68 Trung Kinh, Yen Hoa Ward, Cau Giay District, Hanoi
Email: [email protected]
Hotline: 0987748111
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