VI During operation and development, restructuring the management system to meet new business strategies or changing senior personnel is inevitable for every business. Branches, as dependent units performing part or all of the business’s functions, require their head to always maintain a direct managerial role and be accountable to the law and the parent company. Changing the head of a branch is not only an internal personnel decision but also a mandatory administrative procedure that must be notified to the Business Registration Authority within a strict timeframe to update the Business Registration Certificate. To ensure this power transfer process is quick, legal, and minimizes legal risks, let’s explore the necessary steps and documents with Pham Consult below.
- Regulations on changing the head of a business branch
A branch is a subsidiary unit of a business, tasked with performing all or part of the business’s functions, including the function of representation by authorization.
Currently, the law does not specifically define what constitutes the head of a branch. However, Clause 5, Article 84 of the 2015 Civil Code stipulates: The head of a branch or representative office performs duties under the authorization of the legal entity within the scope and time limit of the authorization. Therefore, it can be understood that in terms of role and authority, the head of the branch represents the company in performing its duties under authorization. Thus, a written authorization will be drawn up between the head of the branch and the business, detailing the rights and obligations, role, and scope of work of the head of the branch.
Regarding the title, the Branch Registration Certificate does not specify the title but only states “Head of the branch”. However, the branch head is one of the contents of the branch registration, therefore, when changing the branch representative, the procedure of notifying the change in the branch registration content must be carried out.
- Documents for registering a change in the branch head
According to Article 56 of Decree 168/2025/ND-CP, the documents for registering a change in the branch head include the following:
– Application for registration of a change in the branch registration content;
– Copy of the new branch head’s personal legal documents, including citizen identification card/identity card (for Vietnamese citizens) or passport (for foreigners);
– Authorization letter for an individual to carry out procedures related to business registration (in case the representative does not directly submit the application). This authorization letter is not required to be notarized or certified.
- Procedures for Registering Changes to the Branch Head
According to Clause 1, Article 56 of Decree 168/2025/ND-CP, in case of changes to the branch’s registration details, specifically changes to the branch’s head, the enterprise needs to prepare the dossier and carry out the registration procedures with the provincial business registration authority where the branch is located within 10 days from the date of the change.
After receiving the enterprise’s registration dossier, the provincial business registration authority will issue a receipt and schedule a date for returning the results to the applicant. Within 3 working days from the date of receiving the dossier, the provincial business registration authority is responsible for reviewing the validity of the dossier and issuing a Branch Registration Certificate or a Confirmation of Changes to the Branch Registration Details if the enterprise so requests; If the application is incomplete, the provincial business registration authority will notify the enterprise in writing of the necessary amendments and additions, clearly stating the reasons.
For online applications, the applicant declares information, uploads electronic documents, signs and authenticates the business registration application online, and pays the registration fees according to the procedure on the National Business Registration Portal. After completing the submission of the business registration application, the applicant will receive a receipt for the business registration application online. If the application meets the requirements for business registration, the Business Registration Department will issue the business registration and notify the enterprise of the issuance. If the application does not meet the requirements for business registration, the Business Registration Department will send a notification online to the enterprise requesting amendments and additions to the application.
