DISSOLUTION OF VIETNAM-BASED BRANCHES, REPRESENTATIVE OFFICE, HIS/HER PLACES OF BUSINESS

In the course of operations, for various reasons, an enterprise may need to terminate the activities of its Branch/Representative Office/Business Location. To ensure that this termination is officially recorded by the state authorities, the enterprise must follow the prescribed administrative procedures.

Instances when an enterprise needs to terminate the activities of its Branch/Representative Office/Business Location:

1. Upon the enterprise’s demand.
2. Before registering the dissolution of the enterprise.
3. In accordance with the decision to revoke the Certificate of Registration for the operation of the Branch/Representative Office by the competent authority.

Relevant legal documents:

1. Enterprise Law (2020)
2. Decree 01/2021/NĐ-CP on enterprise registration
3. Circular 01/2021/TT-BKHĐT guiding enterprise registration.
4. Circular 02/2023/TT-BKHĐT amending Circular 01/2021/TT-BKHĐT

Documents required for the registration of the termination of activities for the Branch/Representative Office/Business Location:

1. Notification of the termination of activities using the provided template.
2. Resolution or decision of the owner of the company (for a One-member Limited Liability Company) or minutes of the meeting accompanying the Resolution or decision of the Board of Members/Shareholders’ General Meeting (for a Limited Liability Company with two or more members, a Partnership, a Joint-Stock Company) regarding the termination of activities of the branch/representative office (not required for the termination of a business location).

Procedure for submitting the termination application:

1. Within 10 days from the date of the decision to terminate activities, the enterprise sends the Notification to the Business Registration Office where the branch/representative office/business location is located.
2. After receiving the application, the Business Registration Office sends information to the Tax Authority to solicit opinions.
3. Within 2 working days from the date of receiving information, the Tax Authority provides feedback on the completion of tax obligations of the branch/representative office.
4. Within 5 working days from the date of receiving the application, if no rejection opinion is received from the Tax Authority, the Business Registration Office updates the information on the termination of activities of the branch/representative office in the national business registration database.

Notes:

1. Before announcing the termination of the activities of the branch/representative office, the enterprise must register with the Tax Authority to fulfil tax obligations as prescribed.
2. Regarding the use of seals for documents in the registration dossier:
   • Enterprises are not required to use seals for resolutions, decisions, or meeting minutes in the dossier.
   • Other documents: Seals must be used according to legal regulations.
3. In the case of terminating the activities of a foreign enterprise’s branch, the enterprise also needs to send a written notification to the Business Registration Office where the enterprise’s main office is located (within 30 days from the official termination date).

If you have any questions or concerns, please do not hesitate to contact An Law Vietnam. Our company, with a team of experienced lawyers and consultants, will provide guidance to clients in choosing the best options for their business, as well as completing related documents and procedures to ensure legal safety and legitimate benefits for all business activities.

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