Procedures for establishment of branches of foreign traders providing accounting services

Legal basis 

• Law on Enterprises No. 59/2020/QH14 dated 17/6/2020. 

• Accounting Law No. 88/2015/QH13 dated 20/11/2015. 

• Decree No. 07/2016/ND-CP dated 25/01/2016 of the Government detailing the Commercial Law on Representative Offices and Branches of Foreign Traders in Vietnam. 

• Decree No. 174/2016/ND-CP dated 30/12/2016 of the Government detailing a number of articles of the Accounting Law. 

Expanding business into the Vietnamese market is an attractive strategy for many foreign traders, especially in the field of accounting services. To realize this goal, the establishment of branches is a popular method and is clearly regulated by Vietnamese law. This article will provide an overview and details of the process, conditions, documents, and procedures for establishing a branch of a foreign trader providing accounting services in Vietnam. 

I. Definition and overview of affiliates

According to Clause 1, Article 45 of the Law on Enterprises 2020, a branch is a dependent unit of the enterprise, which is responsible for performing all or part of the functions of the enterprise, including the function of authorized representative. The business lines of the branch must be suitable with the business lines of the parent enterprise. 

For foreign traders, a branch in Vietnam is a dependent unit, operating under the authorization and management of such trader. The branch does not have an independent legal status, but operates based on the legal status of the parent company. Therefore, the parent company will be fully responsible for all obligations and commitments of the branch in Vietnam. 

II. Conditions for establishment of branches of foreign traders and business in accounting services

The establishment of a branch of a foreign trader to provide accounting services in Vietnam requires the simultaneous satisfaction of two groups of conditions: conditions for being granted a branch establishment license and conditions for being granted a certificate of eligibility to provide accounting services. 

1. Conditions for granting a license to establish a branch 

According to Article 7 of Decree 07/2016/ND-CP, foreign traders are granted a branch establishment license when they meet the following conditions: 

• Foreign traders may legally establish and register their business in accordance with the provisions of law in countries and territories participating in treaties to which Vietnam is a contracting party.

• The foreign trader has been operating  for at least 05 years from the date of establishment or registration. 

• In case the business registration certificate or equivalent papers of the foreign trader stipulate the operation duration, such time limit must be at least 01 year from the date of submission of the dossier. 

• The contents of the branch’s operation must be consistent with Vietnam’s commitment to open the market in international treaties to which Vietnam is a contracting party and in accordance with the business lines of foreign traders.

• In case the operation contents of the branch are inconsistent with Vietnam’s commitments, or the foreign trader does not belong to the country or territory participating in the international treaty to which Vietnam is a contracting party, the establishment of the branch must be approved by the minister of the specialized management ministry. 

2. Conditions for issuance of certificates of eligibility for provision of accounting services

After obtaining the branch establishment license, the branch must carry out the procedures for granting the Certificate of eligibility to provide accounting services according to Clause 2, Article 18 of Decree 174/2016/ND-CP. Conditions to be met include: 

• Foreign accounting service providers are permitted to provide accounting services in accordance with the law of the country where the enterprise is headquartered.

• The branch must have at least two practicing accountants, including the director or general director of the branch.

• The director or general director of the branch must not concurrently hold the position of manager or executive of another enterprise in Vietnam. 

• Enterprises providing foreign accounting services must send a document to the Ministry of Finance, committing to take responsibility for all obligations and commitments of their branches in Vietnam. 

III. Dossiers and order of establishment of branches 

The procedure for establishing a branch includes two main steps: applying for a branch establishment license and applying for a Certificate of eligibility to provide accounting services.  

1. Dossier of application for branch establishment license

The dossier is detailed in Article 10 of Decree 07/2016/ND-CP, including: 

• An application for a branch establishment license made according to the form of the Ministry of Industry and Trade signed by the competent representative of the foreign trader.

• A copy of the business registration certificate or equivalent papers of the foreign trader. 

• Document of the foreign trader nominating/appointing the head of the branch. 

• A copy of the audited financial statement or a document certifying the fulfillment of tax/financial obligations in the latest fiscal year. 

• A copy of the Branch’s operation charter.

• Copy of passport/citizen ID card of the head of the branch.

• Documents on the expected location of the branch’s head office, including a memorandum of understanding, a location lease agreement or documents proving the right to exploit and use the location.

2. Order and procedures for issuance of branch establishment licenses

• Submission of dossiers: Foreign  traders submit dossiers directly, by post or online to the Department of Industry and Trade where the branch is expected to be located. 

• Appraisal: According to Clause 1, Article 12 of Decree 07/2016/ND-CP, within 03 working days from the date of receipt of a complete and valid dossier, the Department of Industry and Trade will issue a Branch Establishment License. If the dossier is incomplete, the Department will issue a written notice of additional request.

• Special cases: If the branch’s operation content does not fall under Vietnam’s international commitments, the Department of Industry and Trade will send a written request for comments from the specialized management ministry. This process may take longer, however the maximum total licensing time is 15 working days. 

IV. Dossiers and procedures for applying for a certificate of eligibility to provide accounting services 

After obtaining the branch establishment license, foreign traders need to continue to submit dossiers to apply for the Certificate of eligibility to provide accounting services at the Ministry of Finance.  

1. Dossier of application for a certificate of eligibility for business of accounting services 

The dossier is specified in Article 61 of the Accounting Law 2015, including: 

• An application for a Certificate of eligibility for accounting service business.

• A copy of the enterprise registration certificate, investment registration certificate or other papers of equivalent value. 

• A copy of the certificate of registration for practicing accounting services of practicing accountants. 

• Labor contracts with accounting service enterprises of practicing accountants. 

• Documents proving the contributed capital for a limited liability company. 

• The company’s charter for partnerships and limited liability companies. 

• Written commitment to take responsibility of the foreign enterprise, papers certifying the license to provide accounting services of the foreign enterprise for the branch of the foreign accounting service provider in Vietnam. 

2. Order and procedures for issuance of certificates of eligibility for business in accounting services 

• Within 15 days from the date of receipt of a complete and valid dossier, the Ministry of Finance shall issue a Certificate of eligibility for business in accounting services to the branch; in case of refusal, it must reply in writing and clearly state the reason.

• In case it is necessary to clarify issues related to the dossier of application for the Certificate of eligibility to provide accounting services, the Ministry of Finance shall request the enterprise applying for the Certificate of eligibility to provide accounting services for explanation. The time limit for issuance of the Certificate of eligibility to provide accounting services is counted from the date of receipt of additional explanatory documents.

V. Conclusion

The establishment of a branch of a foreign trader providing accounting services in Vietnam requires strict compliance with legal regulations. Mastering the conditions, fully preparing the dossier and implementing the right order and procedures are the key factors for this process to take place smoothly and effectively. Having a legal branch in Vietnam will help foreign businesses gain deeper access to the market, provide professional services and build a long-term reputation, contributing to the development of the accounting services industry in Vietnam. 

Date Written: 20/08/2025

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