A new branch does not automatically mean a new project
Article 73(2) of Decree 96/2026/ND-CP allows a foreign invested economic organization, after completing its Investment Registration Certificate (IRC) procedure, to establish a branch, representative office or business location outside its head office without necessarily creating a new investment project. Vietnam’s Ministry of Finance confirmed this reading in a public response dated 8 July 2026. Registering a dependent unit and changing the scope of an investment project are nevertheless separate issues.
When the existing IRC needs amendment
Article 33(2) of the 2025 Investment Law requires an IRC amendment if a project change alters a principal item recorded on the certificate. Article 37 of Decree 96 includes the project location, land area and project scale among those items. The Ministry of Finance explained that where a proposed branch or business location changes the project location or another recorded item, the investor must amend the IRC and operate the project at the location stated in it. Branch registration alone does not replace that project amendment.
When a separate project may be needed
The Law defines a new project as an initial project or one independent of an existing operating project. If the new location hosts a genuinely independent undertaking, assess whether investment policy approval and a separate IRC are required. If it merely extends existing operations, compare the plan against the current IRC and determine whether location, objectives or scale need amendment.
Checks before signing a lease or opening
Read the current IRC, any investment policy approval and sector licences. Compare the proposed address, activities, scale and premises with what is already approved. Check the lease, site rights, fire safety, environmental and industry specific requirements. Then sequence the branch or business location registration, any IRC amendment and any sector permits. Retail trading may also require a separate assessment of retail outlet licensing under trade law.
How KM Union can help
KM Union can compare the current licences with the expansion plan and identify whether a dependent unit registration, an IRC amendment or a separate project is needed. Send us the existing IRC, business lines, new address and the activities planned there for a focused review.
Legal sources
Luật Đầu tư số 143/2025/QH15, Điều 3, 20, 27 và 33
Nghị định số 96/2026/NĐ-CP, Điều 37 và khoản 2 Điều 73
Bộ Tài chính trả lời trên Cổng Thông tin điện tử Chính phủ ngày 08/07/2026
