How to Register a Branch Office in India from Vietnam
A Branch Office is one of the most practical entry modes for an established Vietnamese company to operate in India without incorporating a separate legal entity. Unlike a Wholly Owned Subsidiary or Private Limited Company, a Branch Office functions as a direct extension of the Vietnamese parent company, carrying the same name and legal identity. It can engage in commercial activities permitted by the Reserve Bank of India (RBI), generate revenue in India, and repatriate profits back to Vietnam.
India-Vietnam bilateral trade reached a historic high of US$16.46 billion in 2025, growing 10.5% year-on-year. India has emerged as a critical trade partner for Vietnam, with Vietnamese exports to India totalling US$10.3 billion and imports from India reaching US$6.1 billion. With the ASEAN-India Trade in Goods Agreement (AITIGA) under review and both governments targeting US$20 billion in bilateral trade, the commercial opportunity for Vietnamese companies in India is expanding rapidly. For companies that want to explore the Indian market, fulfil export-import contracts, or provide professional and IT services, a Branch Office offers a streamlined structure with fewer governance requirements than a subsidiary. For a detailed comparison, see Branch Office vs Subsidiary and Branch Office vs Liaison Office.
FDI Route and Regulatory Requirements
The establishment of a Branch Office in India by a Vietnamese company follows the automatic route through an Authorised Dealer (AD) Category-I bank, provided the parent company operates in a sector where 100% FDI is permitted. The AD bank is authorised by the RBI to approve Branch Office applications and generate a Unique Identification Number (UIN) for the office.
Eligibility Requirements
The Vietnamese parent company must satisfy the following criteria:
- Profit track record: A demonstrated track record of profitability for the five years immediately preceding the date of application
- Minimum net worth: A net worth of at least US$100,000 as verified by the most recent audited balance sheet
- Sector eligibility: The proposed activity must fall within a sector permitting 100% FDI under the automatic route
Since Vietnam does not share a land border with India, Press Note 3 (2020) restrictions do not apply. Vietnamese companies can proceed without the additional security clearances required for investors from China, Pakistan, Bangladesh, and other land-bordering countries. For more on the regulatory framework, see Automatic Route vs Government Approval.
Permitted Activities
A Branch Office in India can undertake only the following activities approved by the RBI:
- Export and import of goods
- Rendering professional or consultancy services
- Carrying out research work in areas where the parent company is engaged
- Promoting technical or financial collaborations between Indian companies and the parent company
- Representing the parent company in India and acting as a buying or selling agent
- Rendering services in information technology and software development
- Providing technical support to products supplied by the parent company
Prohibited Activities
A Branch Office cannot engage in manufacturing, processing, or retail trading activities in India, unless it is located within a Special Economic Zone (SEZ). This is a critical distinction from a subsidiary, which can undertake any lawful business activity. For comparison, see Liaison Office vs Project Office vs Branch Office.
DTAA Benefits for Vietnamese Investors
The Double Taxation Avoidance Agreement between India and Vietnam, signed in 1994, is particularly relevant for Branch Offices because a Branch Office constitutes a Permanent Establishment (PE) of the foreign company in India. This means income attributable to the Branch Office is taxable in India, but the DTAA prevents double taxation on the same income:
- Business profits: Taxable in India only to the extent attributable to the PE (Article 7)
- Dividends: Capped at 10% withholding tax in the source country
- Interest: Capped at 10% withholding tax in the source country
- Royalties and fees for technical services: Capped at 10% withholding tax
- Capital gains: Governed by residency-based provisions with specific rules for immovable property
The treaty was strengthened by a 2017 protocol that updated Article 27 on Exchange of Information to meet internationally accepted OECD standards and added a new provision on Assistance in the Collection of Taxes. Vietnamese companies can claim foreign tax credits in Vietnam for taxes paid by the Branch Office in India. The Branch Office is taxed as a foreign company in India at 35% corporate tax (plus surcharge and cess, effective rate approximately 38.22%). To claim DTAA benefits, obtain a Tax Residency Certificate from the Vietnamese tax authorities and file Form 10F in India. See our DTAA Master Guide for detailed guidance.
Document Requirements and Authentication
Vietnam completed its accession to the Hague Convention (Apostille Convention) on 31 December 2025, but the convention does not enter into force for Vietnam until 11 September 2026. Until that date, Vietnamese documents require full embassy attestation (consular legalisation) through the Embassy of India in Hanoi or the Consulate General in Ho Chi Minh City, rather than the simpler apostille process. After September 2026, the apostille route will become available. For details, see Apostille vs Embassy Attestation.
Documents Required from the Vietnamese Parent Company
- Certificate of Business Registration (Enterprise Registration Certificate) of the parent company (attested by the Indian Embassy in Vietnam)
- Company Charter / Articles of Association (attested, with certified English translation)
- Audited financial statements for the last five years (attested)
- Latest audited balance sheet and annual accounts (attested)
- Board resolution authorising the establishment of a Branch Office in India
- Power of Attorney in favour of the authorised representative in India (attested)
- Letter from the legal representative of the parent company to the RBI
- Details of the parent company's activities and proposed activities in India
Documents Prepared in India
- Application in Form FNC-1 to the AD bank
- Proof of registered office address (rent agreement + NOC from landlord + utility bill)
- Digital Signature Certificate (DSC) for the authorised representative
- Form FC-1 for ROC registration (filed within 30 days of RBI approval)
Step-by-Step Registration Process
Establishing a Branch Office in India from Vietnam involves a two-stage process: RBI approval through the AD bank followed by registration with the Registrar of Companies (ROC).
Step 1: Prepare and Authenticate Documents in Vietnam
Gather all required corporate documents from the Vietnamese parent company. Have them notarised by a Vietnamese notary public, translated into English by a certified translator, and then attested by the Embassy of India in Hanoi or the Consulate General in Ho Chi Minh City. Timeline: 2-4 weeks (longer than apostille countries due to embassy processing).
Step 2: Submit Application to AD Bank (Form FNC-1)
File Form FNC-1 along with all supporting documents with an Authorised Dealer Category-I bank in India. The AD bank reviews the application for completeness and sector eligibility. If the sector permits 100% FDI under the automatic route, the AD bank can approve the application and generate a UIN for the Branch Office.
Step 3: Receive RBI Approval and UIN
The AD bank processes the application and issues approval along with the Unique Identification Number. For applications in sectors not fully under the automatic route, the AD bank forwards the application to the RBI for specific approval. Timeline: 4-8 weeks.
Step 4: Register with the Registrar of Companies (ROC)
Within 30 days of receiving RBI approval, file Form FC-1 with the ROC to register the Branch Office under the Companies Act 2013. Pay the prescribed government fee of INR 6,000. The ROC issues a registration certificate confirming the Branch Office's legal existence in India. See our guide on FC-1 Foreign Company Registration.
Step 5: Obtain PAN and TAN
Apply for a Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) for the Branch Office. These are required for tax filings, TDS compliance, and opening a bank account.
Step 6: Open a Bank Account
Open a current account with the AD bank in India. The Vietnamese parent company can remit initial operating funds to this account. The bank will conduct thorough KYC checks including verification of the entire ownership chain and beneficial ownership disclosures.
Timeline and Costs
The end-to-end timeline for establishing a Branch Office in India from Vietnam is approximately 10-16 weeks:
| Stage | Duration |
|---|---|
| Document attestation in Vietnam (Embassy of India) | 2-4 weeks |
| AD bank application and processing | 4-8 weeks |
| ROC registration (Form FC-1) | 1-2 weeks |
| PAN/TAN registration | 1-2 weeks |
| Bank account opening | 2-3 weeks |
Cost Breakdown
- ROC fees (Form FC-1): INR 6,000
- Government fees (PAN/TAN): INR 1,000-2,000
- Stamp duty: INR 5,000-15,000 (varies by state)
- Professional fees (CS/CA): INR 50,000-1,50,000 (includes RBI application preparation)
- Embassy attestation charges in Vietnam: US$15-25 per document (plus notary and translation fees)
- Total estimated cost: INR 75,000-2,00,000 plus attestation costs
Post-Registration Compliance
Branch Offices in India carry significant ongoing compliance obligations:
- Annual Activity Certificate (AAC): Filed annually with the AD bank and Director General of Income Tax (International Taxation) by 30 September, prepared by a Chartered Accountant, confirming the Branch Office operates within its permitted activities
- Income tax return: Filed annually as a foreign company; Branch Offices are taxed at 35% on income attributable to Indian operations (plus surcharge and cess)
- GST compliance: Monthly or quarterly GST returns if the Branch Office is GST-registered
- Transfer pricing: Mandatory compliance with transfer pricing regulations for all transactions between the Branch Office and its parent company or affiliates, including Form 15CA/15CB for outward remittances
- ROC annual filings: Annual financial statements filed with the ROC
- Audit: Mandatory annual audit by a practising Chartered Accountant in India
Beacon Filing provides comprehensive annual compliance, FEMA/RBI compliance, and corporate tax filing services for Branch Offices.
Common Challenges for Vietnamese Companies
Embassy Attestation Process
Until September 2026, Vietnamese documents must undergo the full embassy attestation process through the Embassy of India in Hanoi. This is a multi-step process: documents must first be notarised by a Vietnamese notary, then legalised by the Vietnamese Ministry of Foreign Affairs, and finally attested by the Indian Embassy. The process takes 2-4 weeks and is more time-consuming and costly than the apostille route available to Hague Convention members. After 11 September 2026, when the Apostille Convention enters into force for Vietnam, the process will be significantly simplified.
Five-Year Profit Track Record
The RBI requires the Vietnamese parent company to demonstrate profitability for the five consecutive years immediately preceding the application. Many Vietnamese companies, especially those in the fast-growing technology and manufacturing sectors, may be relatively young and not yet have five years of profitable operations. In such cases, a Liaison Office (which has no profit requirement but cannot earn revenue) or a Private Limited Company may be more appropriate. See Branch Office vs Liaison Office for guidance.
Language and Documentation Barriers
All Vietnamese corporate documents must be translated into English by a certified translator before submission to Indian authorities. Vietnamese corporate registration systems, legal terminology, and accounting standards differ from Indian norms, which can create challenges in document preparation. Engaging a bilingual professional or a law firm experienced in India-Vietnam cross-border matters is advisable.
Manufacturing Restriction
Branch Offices cannot engage in manufacturing or processing activities in India (except within SEZs). Vietnamese manufacturing companies looking to establish production in India must incorporate a subsidiary or joint venture. However, a Branch Office can sub-contract manufacturing to Indian companies while handling sales and distribution. For structuring options, see Contract Manufacturing vs Own Factory.
Higher Corporate Tax Rate
Branch Offices are taxed as foreign companies at 35% (effective rate approximately 38.22%), significantly higher than the 22% rate (effective 25.17%) for domestic companies under Section 115BAA. (The 15% concessional rate, effective 17.16% under Section 115BAB, was available only to new manufacturers that began production by 31 March 2024 — that window has now closed.) Vietnamese companies should carefully evaluate whether the tax disadvantage of a Branch Office is offset by its operational simplicity compared to incorporating a subsidiary. Refer to our Corporate Tax: India vs Global comparison.
Frequently Asked Questions
Can a Vietnamese company open a Branch Office in India without visiting India?
The application process (Form FNC-1) can be initiated remotely through the AD bank using attested documents and a Power of Attorney in favour of an Indian representative. However, some AD banks may require an in-person meeting or video KYC with the authorised signatory for the bank account opening. The RBI approval process itself is entirely document-based.
Does Press Note 3 apply to Vietnamese companies investing in India?
No. Press Note 3 (2020) applies only to entities from countries sharing a land border with India, namely China, Bangladesh, Pakistan, Nepal, Bhutan, Myanmar, and Afghanistan. Vietnam does not share a land border with India, so Vietnamese companies can invest through the automatic route without additional government approval.
Can a Branch Office in India engage in manufacturing?
No. Branch Offices are prohibited from manufacturing, processing, and retail trading activities in India, unless located within a Special Economic Zone. Vietnamese manufacturing companies looking to produce in India should consider establishing a Private Limited Company or Wholly Owned Subsidiary instead.
How is a Branch Office taxed in India under the India-Vietnam DTAA?
A Branch Office is taxed as a foreign company at a flat rate of 35% on income attributable to its Indian operations, plus applicable surcharge and 4% health and education cess. The effective tax rate is approximately 37.13% to 38.22%. Under the India-Vietnam DTAA (1994), Vietnamese companies can claim foreign tax credits in Vietnam for taxes paid in India, and withholding tax on cross-border payments is capped at 10%.
Will the Apostille Convention simplify document authentication for Vietnamese companies?
Yes. Vietnam deposited its instrument of accession to the Hague Apostille Convention on 31 December 2025, and the convention will enter into force on 11 September 2026. After that date, Vietnamese documents will only need a single apostille stamp instead of the current multi-step embassy attestation process, saving both time and cost.
What is the minimum net worth required for the Vietnamese parent company?
The Vietnamese parent company must have a minimum net worth of US$100,000 as verified by the most recent audited balance sheet. Additionally, the company must demonstrate a profit track record for the five years immediately preceding the application.
How long does the entire Branch Office registration process take from Vietnam?
The end-to-end timeline is approximately 10-16 weeks, including 2-4 weeks for document attestation at the Indian Embassy in Vietnam, 4-8 weeks for AD bank processing, 1-2 weeks for ROC registration, and 2-3 weeks for PAN/TAN and bank account opening. Document completeness is the primary factor affecting processing time.