Corporate Legal Services

Addresses of Representative Offices and Branches: Rules

Branches, representative offices and business locations are a company three tiers of dependent presence, and each tier has its own address rule set. The most underrated common point: every rule on address truthfulness and validity applying to the head office — no residential apartments, no paper addresses, a mandatory signboard — applies in full to every dependent unit, even one with only two staff.

Three presence tiers and each tier address requirements

Under Articles 44 and 45 of the Enterprise Law 59/2020/QH14, a branch is a dependent unit performing all or part of the company functions including authorised representation, while a representative office is a dependent unit serving as a liaison, market-research and promotion place — without direct profit-making business. Both must register operations with the business registration authority of their location and receive an operation registration certificate tied to a specific address. The business location is the lightest tier: a place where the company conducts specific business activity outside the head office, needing only an establishment notification under Decree 168/2025/ND-CP but still requiring its own determinable address.

A dependent unit address must be a real address the company lawfully uses — lease contract, premises handover record — and meet the same function conditions as a head-office address: not inside a residential-function apartment, and not an address without real presence. A representative office seated at an address where the company is never present contradicts the very concept of its own “liaison place”.

Cross-province branches and branch address changes

A branch in a province different from the head office registers operations with the business registration authority of the branch province — the file comprises the branch establishment notification, the company decision, the branch head papers and a copy of the parent enterprise registration. A cross-province branch simultaneously opens a tax-management relationship in its territory: tax registration for the branch and filing of taxes arising at the branch under the company accounting model (dependent or independent) — the reason a branch address should stay stable, since every cross-province branch address change is a working round with both the registration and tax authorities of that province.

Changing a branch or representative office address is done by registering the change of operation registration content with the issuing registration authority; moving to another province means terminating registration in the old province and registering anew at the destination under the corresponding sequence, with the branch tax obligations closed at the old territory. The same change round should update: the signboard at the new address, invoice and document information of the branch, the bank where the branch holds accounts, and notices to partners regularly transacting with the branch.

Common address faults in dependent units

Three faults recur in practice: first, a branch or representative office opened “on paper” at a partner or agent address without a written address-use agreement — on inspection the address owner does not acknowledge it and the unit is concluded not operating at its registered address. Second, a business location used as an unregistered branch: a warehouse or shop signs the company name and transacts as a full unit while the file holds only a business-location notification mismatching real activity — or worse, no notification at all. Third, a branch closed in fact but never deregistered — a ghost unit persists in the system, dragging suspended filing and reporting duties and liability when the old address develops problems.

The clean-up principle is one sentence: every address bearing the company name in reality must have a corresponding line in the registration file, and every line in the registration file must point to an address actually operating. Running this two-way reconciliation once a year erases nearly all address risk across the dependent-unit system.

A small dependent unit does not mean a lower address standard: branches, representative offices and business locations must all be real, functionally lawful and matched to their registration file. A company managing dependent-unit addresses with the same discipline as the head office never gets surprised by a ghost address inside its own system. This draft is pending review by the QA Council.

Frequently asked questions

Where may a representative office be located?

At any real address the company lawfully uses and that meets work-address function conditions: an office in an office building, approved office space in a mixed-use building, a suitable townhouse — but not inside a residential-function apartment unit and not a paper address without presence. The representative office must register operations with the business registration authority of its location and affix the company name and signboard at that address under Article 37 of the Enterprise Law 59/2020/QH14.

A branch in another province — how is its address registered?

The branch registers operations with the business registration authority of the branch province and receives an operation registration certificate bearing the address in that province. Tax registration for the branch with the local tax authority and filing under the company accounting model follow. The branch address must be a real address with a lease or lawful use right, a signboard and a responsible head — the file comprises the establishment notification, the company decision and the branch head papers.

Does a business location need its own address?

Yes. A business location must be notified for establishment to the business registration authority under Decree 168/2025/ND-CP with a specific address of its own — even where the location sits in the same building as the head office or a branch, its address and activity information is declared independently in the file. The business location must also affix the company name on site and meet the same address-function conditions as every other operating place.

How is a branch address changed?

Register the change of the branch operation registration content with the registration authority that issued the operation certificate, declaring the new address with the company change decision. If the branch moves to another province, terminate registration in the old province (closing the branch tax obligations there) and register operations anew at the destination. After registration, update the signboard at the new address, invoice information, the branch bank account and partner notices.

May a representative office sign business contracts at its address?

No. A representative office under Article 45 of the Enterprise Law 59/2020/QH14 performs only liaison, market research, promotion and authorised representation within a non-profit-making limit — business contracts must be signed by the company or a branch. Where business actually happens at a representative office address, the company is using the wrong dependent-unit type and should convert it into a branch or add a business location to match reality, avoiding wrong-registration activity risk.

This article has been quality-reviewed by the FLAW AI Legal Council