Scenario: A 100% Singapore-owned company holds an IRC for a component-manufacturing project in Bac Ninh. It now wants to open a branch in Hai Phong. The question: does opening a branch in another province require a new Investment Registration Certificate (IRC)?
Short answer
No new IRC is required. Vietnamese law has no “one IRC per branch” mechanism. However, depending on the nature of the branch’s activities in the new province, the company may need to amend its existing IRC. This is the most common source of confusion, and it requires distinguishing two layers of procedures under two different legal regimes.
The core distinction: branch vs project location
Layer 1 — Branch under enterprise law. A branch is a dependent unit of the enterprise and has no legal personality (clause 1, Article 44 of the 2020 Enterprise Law). Opening a branch in province B requires branch operation registration with the business registration office of province B (Article 45 of the 2020 Enterprise Law; Decree 168/2025/ND-CP). The branch’s business lines must match those of the enterprise.
Layer 2 — Project location under investment law. The IRC attaches to the investment project, not to the branch (point a, clause 1, Article 26 of the 2025 Investment Law). If the branch in province B carries out activities within the project scope (production or business in line with the project objectives), this constitutes a change or addition of the project implementation location — the company must amend the IRC (clause 2, Article 33 of the 2025 Investment Law). If the project required investment policy approval, an additional approval of the policy adjustment is needed due to the location change (point b, clause 3, Article 33).
The dividing line is the nature of the activities, not the label. Calling it a “branch” does not automatically exempt the company from amending the IRC, nor does opening a branch automatically mean a new IRC is needed.
Two practical scenarios
Scenario A — Branch carries out investment activities: the Hai Phong branch builds a new factory manufacturing components in line with the project objectives stated in the IRC. The company must complete both procedures: (1) branch operation registration in Hai Phong under enterprise law; (2) IRC amendment to add the project location under the 2025 Investment Law.
Scenario B — Branch is only an office: the Hai Phong branch serves merely as a transaction office, liaison office, or trade promotion office, carrying out no investment activities within the project objectives. In this case only branch registration under enterprise law is needed; no IRC amendment.
Project spanning two provinces: a single IRC
When an investment project is implemented in two provinces, the law provides for one single IRC issued and amended by the investment registration authority of the locality where the project’s executive office is situated (clause 3, Article 27 of the 2025 Investment Law; Article 39 of Decree 96/2026/ND-CP). The company does not file separately in province B for a second IRC.
Open questions to watch
- Grey zone: where branch activities only partially overlap the project objectives (e.g., a logistics warehouse serving the factory in province A), whether the branch counts as a “project implementation location” depends on the registration authority’s assessment. Seek the authority’s written opinion before proceeding.
- Procedure order: the law does not prescribe whether branch registration or IRC amendment comes first. In practice, complete the IRC amendment before deploying investment activities in the new locality.
- Authority shift: if the new location is inside an industrial zone of province B while the original project sits outside any zone in province A (or vice versa), the authority competent to amend the IRC may shift between the Department of Finance and the zone Management Board.
FAQ
Does opening a branch in another province require a new IRC?
No. There is no “one IRC per branch” mechanism. Depending on the branch’s activities, the existing IRC may need to be amended.
Does a branch have legal personality?
No. A branch is a dependent unit without legal personality (clause 1, Article 44 of the 2020 Enterprise Law).
When does opening a branch trigger an IRC amendment?
When the branch carries out activities within the investment project’s objectives at the new location — a change of project implementation location (clause 2, Article 33 of the 2025 Investment Law).
Where to file for a two-province project?
A single IRC only, issued and amended by the investment registration authority where the project’s executive office is located (clause 3, Article 27 of the 2025 Investment Law).
Legal sources cited
- 2025 Investment Law: Art. 26.1(a), Art. 27.3, Art. 33.2, Art. 33.3(b)
- 2020 Enterprise Law: Art. 44.1, Art. 45
- Decree 168/2025/ND-CP on enterprise registration
- Decree 96/2026/ND-CP: Art. 39
Note: This article is for general reference only and does not constitute legal advice. The appropriate procedure depends on the nature of the planned activities in the new locality; seek professional advice before proceeding.
Transparency note: Content reviewed by the FLAW AI Legal Council; it does not replace advice from a licensed lawyer.
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