The most detailed procedures for registering the operation of a joint stock company branch

Procedures for registering the operation of a joint stock company branch is an important step to help businesses expand their business scope, increase market access and improve management efficiency. Correct and complete implementation of prescribed procedures not only ensures the legality of the branch but also helps the company avoid the risks of administrative sanctions, while creating favorable conditions for production and business activities in the new locality.

Characteristics of company branches

According to the provisions of Clause 1, Article 44 of the Law on Enterprises 2020, a company branch is a dependent unit of the enterprise, has no legal status, and is legally established in Vietnam.

The branch represents the parent company to perform all or part of the business’s functions, including the authorized representative function. The branch operates in accordance with the provisions of the Law on Enterprises 2020 and related legal documents.

Company branches have the following legal characteristics:

• Branches are organized and managed according to regulations issued by the company but must comply with legal regulations;
• The branch has its own seal and is allowed to open a bank account for transactions;
• The branch operates under the authorization of the parent company and is responsible to the parent company;
• The branch’s business lines must be consistent with the parent company’s business lines.

Establishing a branch helps a joint stock company expand its operating area, reach customers better, and increase commercial presence in new areas.

Documents needed to prepare to establish a branch for a Joint Stock Company

The complete preparation of documents to establish a joint stock company branch plays a decisive role in the processing progress of the documents. According to the provisions of Clause 1, Article 31, Decree No. 01/2021/ND-CP, documents to establish a joint stock company branch include the following documents:

• Notice of branch operation registration according to form Appendix II-7 of Circular No. 01/2021/TT-BKHDT, signed by the legal representative;
• Copy of the Board of Directors meeting minutes on the establishment of the branch, signed by the chairman and secretary, and stamped with the chairman’s signature;
• Copy of Resolution or Decision to establish a branch with the signature of the Chairman of the Board of Directors, stamped at the signing position;
• Decision to appoint the head of the joint stock company branch, signed and stamped by the company;
• Certified copy of ID card/CCCD/Passport of the branch head;
• Authorization letter to submit documents and receive results, signed by legal representative and stamped;
• Authenticated copy or copy with original ID card/CCCD/Passport of the authorized person.

Important note: According to new regulations in the Law on Enterprises 2020, stamping on documents in the branch operation registration application is no longer a mandatory requirement. However, to ensure the legitimacy of records, businesses often stamp these documents.

>>> See more: Establishing a Branch of a Foreign Company: Process & Procedures.

Procedures for registering the operation of a joint stock company branch

The process of registering the operation of a joint stock company branch is carried out in accordance with the provisions of Article 31 of Decree 01/2021/ND-CP. It is specified through the following steps:

Step 1: Prepare and submit application

The enterprise submits 01 set of application documents to register to establish a branch at the Business Registration Office where the branch is located. The dossier needs to ensure complete documents as prescribed in Clause 1, Article 31 of Decree 01/2021/ND-CP.

The form of application submission is prescribed as follows:

• Submit directly at the facility;
• Submit via public postal service;
• Submit online via the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

Step 2: Receive and evaluate documents

Within 03 working days from the date of receipt of valid documents, the Business Registration Office shall issue a Branch Operation Registration Certificate to the enterprise.

In case the dossier is not valid, the Business Registration Office will notify the enterprise in writing of the content that needs to be amended or supplemented.

Step 3: Receive results from the registration agency

The company can receive the results of processing the application through one of the following methods:

• Receive results at the One-Stop Department – Business Registration Office;
• Receive results through the postal service.

Currently, in some large provinces/cities such as Ho Chi Minh, Hanoi, Da Nang, Binh Duong, the Business Registration Office only accepts online applications. The results will be sent to the address of the person performing the registration procedure by post.

Is it necessary to register with the tax authority to register for branch operations?

According to the provisions of Clause 3, Article 3, Circular No. 86/2024/TT-BTC, branches have the obligation to register for taxes, so after completing the branch operation registration procedures at the Business Registration Office, businesses need to carry out tax registration procedures for the branch. This process has been integrated into the business registration system, helping to save time and costs for businesses.

According to current regulations, a joint stock company branch needs to fulfill the following obligations to the tax authority:

• Register tax code for branch: Tax registration information has been integrated in the branch establishment notification form. After receiving valid documents, the Business Registration Office will transfer the information to the tax authority to issue a tax code to the branch. Therefore, businesses now no longer need to carry out separate tax registration procedures.
• Declare accounting method: The branch needs to determine the accounting method to apply and declare it to the tax authority according to regulations.
• Determine the method of declaring and paying taxes: Branches can declare and pay taxes independently or through the company’s headquarters. This option needs to be registered with the tax authorities from the beginning.
• Complete invoice procedures: Branches will be able to use invoices according to regulations (electronic invoices or paper invoices) after completing registration with the tax authority.

The time limit for carrying out procedures with tax authorities is 10 days from the date of issuance of the Branch Operation Registration Certificate. Delay may result in sanctions according to the law on tax administration.

Support service for establishing a branch for a joint stock company at Long Phan Consulting Company

Establishing a branch for a business is an important step to help businesses access the market and develop their business activities. Long Phan Consulting Company provides comprehensive support services for establishing branches for joint stock companies with a team of experienced experts. Our workflow ensures quick processing times and high success rates.

Services for establishing a joint stock company branch at Long Phan Consulting Company include specific contents:

• Consulting on branch establishment strategies in accordance with the business goals of the enterprise;
• Support customers to fully draft legal documents as required;
• Representative of the enterprise to carry out registration procedures at the competent state agency;
• Support post-registration procedures such as: tax code registration, labor registration, opening a bank account;
• Provide continuous legal consulting services during the branch’s operations.

With experience in successfully supporting many businesses to establish branches, Long Phan Consulting Company is committed to providing optimal solutions, suitable for each specific need of customer businesses. Using Long Phan’s services brings benefits such as: Saving time and resources for businesses, Ensuring legality and full compliance with legal regulations, Minimizing risks arising during the establishment and operation process…

Frequently asked questions

Below are some frequently asked questions about procedures for establishing a branch for a Joint Stock Company.

What fees are involved in registering a subsidiary for a joint stock corporation?

Costs mainly include state fees for registration and potential service fees if you hire a consulting firm. The exact amount may vary, so it’s best to check the current fee schedule of your local business registration office.

How long does the entire part registration procedure usually take?

Although the business registration office strives to process applications within 3 working days from the date of receipt of valid documents, the entire process, including document preparation and post-registration procedures such as tax registration, may take longer.

Is a dependent unit required to have its own legal representative?

Yes, a branch needs a designated head, who will act as the legal representative of the branch. This individual is appointed by the parent company.

How do the branch’s actions affect the parent company’s taxes?

The parent company is ultimately responsible for the financial obligations of the subsidiary, including taxes. The branch’s income and expenses are typically consolidated with the parent company’s income and expenses for tax purposes, although the branch may have its own tax code for administrative purposes.

Is it possible to convert a subsidiary into an independent entity?

Yes, a branch can be converted into a separate legal entity, such as a limited liability company or another joint stock company, but this involves a separate set of legal procedures for establishing the business.

Are there any regulations regarding the name of a branch office?

The branch name must include the name of the parent company, followed by the phrase “Branch” and the branch’s location. The branch name cannot be the same as the name of another business in the same province or city.

What is the process for changing the branch office head or branch details?

Any changes to the branch’s information, including the head, address or business lines (if any), must be reported to the business registration office through a change notice, along with relevant supporting documents.

What are the methods for winding up operations of a branch office?

Termination of branch operations requires a resolution from the parent company’s board of directors, followed by notification to the business registration office and completion of tax and other related procedures.

Conclude

Procedures for registering the operation of a joint stock company branch require a deep understanding of corporate law and administrative processes. Following the correct steps to establish a branch will help businesses save time, costs and avoid legal risks. Customers who need support in establishing a joint stock company branch, please contact Long Phan Consulting Company via the hotline: 1900636389 for in-depth advice and the most comprehensive support.