1. What is a place of business?

A place of business (also known as a place of work) is the location that a company, shop, business, or organization chooses to conduct its business activities. This is where the company performs the tasks of producing, purchasing goods or services, managing, marketing, and interacting with customers.

Choosing a business location is an important strategic decision for a business. Business location can greatly affect the success and profitability of a business. Important factors in determining a business location include:

• Geographical location:Proximity to customers, potential market areas, or areas with demand for products or services that the business provides.
• Utilities and transportation:Easy and convenient access for customers, employees, and partners through transportation, infrastructure, and surrounding utilities.

• Potential market:Identify potential customers in the surrounding area to ensure alignment of the needs and benefits of the product or service.
• Economic and social:A survey of the living standards, average income, and socioeconomic situation of the area to understand the likelihood of consuming a product or service.
• Legal and regulatory:Evaluate regulations, licenses, and legal issues related to operating a business at the selected location.
• Cost and competition:Consider operating costs, rental costs, competition in the field, and pricing structure to ensure the competitiveness of the business.

Business location determines market access, customer service levels, and the ability to scale business operations.

2. Procedures for establishment of foreign-invested business locations

• Determine the business location:Select and determine the specific location for the representative office or branch of the foreign company.
• Preparation of documents and papers:Prepare documents, including documents such as business location registration proposal, foreign company power of attorney, copy of investment license, company establishment decision, and other relevant documents.

• Registration at a local agency: Submit documents and documents at a local management agency (usually the Department of Planning and Investment or the Economic Department in the province/city). This agency will review and issue a certificate of registration of a business location.
• Apply for an investment license (if necessary):In some cases, the foreign company needs to apply for an investment license from an investment management agency.
• Notification to the tax authority:Notify the registration of the business location and operation plan to the local tax authority.
• Update business license:If necessary, update the company’s business license at the local regulatory authority.

Understanding legal regulations and following proper procedures is crucial to ensure business success and stability in Vietnam. Ona case-by-case basis, the process may be different, so contact our law counsel or experienced legal experts for detailed advice and assistance in carrying out this procedure.

3. Some notes when establishing a business location of a foreign-invested company

• Learn about the law:

Thoroughly understand the history, regulations, and processes related to investment and business of foreign-invested companies in Vietnam.

• Industry suitability:

Ensure the company’s lines and activities are in accordance with the provisions of Vietnamese law.

• Perform the procedure properly:

Comply with procedures, procedures, and requirements related to registration and establishment of business locations in Vietnam.

• Choose the right location:

Choose a business location that suits the company’s field of operation, transportation utilities, and customer needs.

• Legal advice:

Seek advice from legal professionals or consulting firms to ensure you understand the regulations and follow them properly.

• Agreement on the necessary terms:

Ensure that important terms such as counterparty rights and responsibilities, communication, payment and profit sharing are agreed upon and clearly stated in the contract.

• Financial and tax management:

Understand the requirements of financial management, accounting and tax payment in Vietnam and comply with the provisions of law.

• Protection of the rights and interests of the company:

Ensure that all activities and decisions protect the rights and interests of the foreign-invested company.

4. Requirements for names of foreign-invested business locations

• The address of the business place must not be located at an apartment or group house

• Name of business location:
• The name of the business location must be written with letters of the Vietnamese alphabet, letters F, J, Z, W, numbers and symbols.
• The name of the business location must include the business name accompanied by the phrase “Business location”.
• The proper name part of the name of the business location of the enterprise must not use the terms “company”, “enterprise”.
• A business location number is a 5-digit number issued with serial numbers from 00001 to 99999. This number is not the tax identification number of the place of business.
• Procedures to follow after establishing a business location:
• Declare and pay license tax at the managing tax office: Fulfill the prescribed license tax payment obligation of VND 1,000,000/year. Business locations are exempt from license tax only when the company or parent branch is exempt from license tax.
• Post a sign at the address of the place of business.

5. Procedures for notification of establishment of foreign-invested business locations

5.1. Dossier of notification of establishment of a foreign-invested business location

• Notice of registration:This is a notice of establishment of a foreign-invested business location in Vietnam. This notice usually states the name, address, nationality of the foreign company, and the place of registration of the new place of business.
• Business Registration Certificate: The foreign company needs to provide an enterprise registration certificate or equivalent document to prove the legality of the foreign company.

• Location lease agreement: A copy of the lease agreement or other document to prove the right to use the business location in Vietnam.

• Business location: Location-specific information, including address, phone number, email address, location on a map, and a detailed description of the location’s size and use.
• Personal documents of the head of the place of business: A copy of the identity card or passport of the head of the place of business, along with information about their position and role in the company.
• Other documents:Depending on the requirements of the corporate management authority in Vietnam, additional documents or additional documents may be required.
• Fees and charges:Fees and charges need to be submitted with the application to process the relevant procedures.

A dossier of notification of establishment of a business location will have to be submitted to the enterprise management agency in Vietnam. Your law firm or legal representative can assist you in preparing and submitting this application to ensure full compliance with the law.

5.2. Order of notification of establishment of foreign-invested business locations

• Conduct research and locate location: Before starting the process of announcing the establishment of a business location, the foreign company needs to research and determine a suitable location for the new business location.
• Location rental: After determining the location, the foreign company needs to rent this location and sign a lease agreement.
• Preparation of documents: Prepare a dossier of notice of establishment of a business location, including information about the foreign company, lease agreement, information about the business location, personal papers of the head of the location.

• Submission of documents to corporate management agencies: Send dossiers and documents related to enterprise management agencies in Vietnam. This agency is usually the Department of Planning and Investment or a similar local agency.
• Application processing: The enterprise management agency will review the dossier and process it according to the legal process. This process may take a certain amount of time, and the regulator may request additional information if needed.
• Get a certificate: After your application has been processed, you will receive a certificate for your place of business in Vietnam.

During this process, you may need to work with a law firm or legal representative to ensure that setting up a place of business fully meets legal requirements and conducts proper procedures.

6. Legal services on registration of business locations of KALF

• Legal consultancy:Provide advice on the business location registration process, document requirements and necessary conditions to comply with the provisions of Vietnamese law.
• Documentation:Assist clients in preparing and preparing business location registration documents, including company papers and other relevant documents.
• Business location name registration:Carry out procedures for registration of business location names according to regulations and do not coincide with registered names.
• Submission of documents and procedures:Represent customers in submitting documents and completing relevant procedures at the enterprise management agency according to the registered location.
• Payment of fees:Guide and assist customers in paying fees related to business location registration.

• Examination and review of records: Law firms often perform inspections and review of records to ensure completeness and compliance with regulations.
• Information Disclosure:Assist customers in complying with regulations on disclosure of information about business locations in accordance with the law.
• Receive registration certificate:After the application is approved, the customer will receive a business location registration certificate.
• Post-registration consulting support: Provide advice on compliance with legal obligations and periodic financial and business reporting after certification.

KALF is a professional law firm with extensive legal knowledge and experience in handling business location registration procedures, helping clients ensure full compliance with legal regulations and smooth registration.

7. Frequently Asked Questions

Is the head of the business location required to be the legal representative of the company?

When announcing the establishment of a business location, the company must have a head of the place of business and this person can be the legal representative of the company or another person.

Can the company already have a representative office at one address and want to establish a business location at the address of the representative office?

Because the operational functions of representative offices and business lines of business locations are not the same. And the law does not prohibit the company from having established a representative office but not being able to register to establish a business location, so your company can completely register to establish a business location for the company at the address of the representative office.

What are the fees and expenses associated with setting up a place of business?

• Registration Fee: This is the fee you pay when registering to establish a place of business. This fee usually depends on the invested capital and the line of business.
• Public service fees: These are fees payable to management agencies in the process of processing applications and providing public services. This fee also depends on many factors such as capital invested, number of employees, and line of business.
• Attorney or Consulting Firm Service Fee: If you hire an attorney or consulting firm to assist in the process of registering and establishing a place of business, you will have to pay a fee for them.

• Business location costs: Including the cost of renting space, purchasing equipment and furniture, operating costs of business locations.
• Tax: Foreign invested companies will have to pay corporate income tax in accordance with the law.
• Social insurance and health insurance premiums for employees: If you have employees who are Vietnamese citizens, you must ensure to pay these types of insurance in accordance with the law.
• Other expenses: Includes fees related to carrying out procedures for establishing and starting business activities such as notary printing, contract model appraisal, etc.

These specific fees and charges may vary on a case-by-case basis and in accordance with the latest laws at the time of registration.

What are the measures to protect the rights and interests of the business venue and its stakeholders?

• Clear contract: A contract is an important tool to define the rights and obligations of the parties. Ensure that the contract contains detailed clauses on every aspect of the relationship, including transaction value, timing, parties commitments, and clauses that protect the rights and interests of the place of business.
• Legal compliance: Always comply with Vietnamese laws and relevant regulations when doing business. This includes paying taxes on time and complying with labor and environmental regulations.
• Intellectual property protection: If you have unique products or services, make sure you have registered copyrights, trademarks, or other intellectual property to prevent unauthorized copying.
• Insurance: Buy the right forms of insurance to protect against business risks. This can include property insurance, liability insurance, business insurance, and many other types of insurance.
• Partner with an attorney: Consult with an attorney or legal firm to ensure that you understand your rights and obligations, and to handle any legal disputes or issues accurately and efficiently.
• Resolve disputes peacefully: In the event of conflicts or disputes with other parties, try to resolve them peacefully and cooperatively. If a consensual resolution is not possible, you may consider taking the case to court or using another legal remedy.
• Strictly abide by agreements: Make sure you abide by all commitments and agreements in the contract and treat stakeholders fairly.

During the research process, if you have any questions, please contact us through the following information:

K & ASSOCIATES LAW FIRM

Address: Floor 04, No. 05 Nguyen Thi Nhung, Van Phuc Urban Area, Thu Duc City, HCMC.

Email: info@k-associates.vn

Phone: (+84) 338747705 (Zalo, Facebook, Viber, Instagram)

Hotline: (+84) 937298177