When an enterprise decides to dissolve, not only the head office but also its branches and representative offices must complete the procedures to legally terminate their operations. The termination of branches and representative offices directly relates to obligations with the tax authority, business registration authority, labor contracts, and the rights and interests of relevant parties.
This article is prepared by DNP Viet Nam Law Firm to provide detailed legal information on the steps, documents, rights, and obligations of enterprises when terminating the operation of branches and representative offices as part of the company dissolution process.
1. What are branches and representative offices?
Legal basis: Article 44 of the Law on Enterprises 2020 (amended and supplemented 2025).
- A branch is a dependent unit of an enterprise, responsible for performing all or part of the enterprise’s functions, including authorized representation. The business lines of a branch must match the business lines of the enterprise.
- A representative office is a dependent unit of an enterprise, responsible for representing the enterprise by authorization and safeguarding its interests. A representative office does not perform business functions of the enterprise.
2. Legal grounds for terminating the operation of branches and representative offices
Legal basis: Clause 1 Article 213 of the Law on Enterprises 2020 (amended and supplemented 2025).
- A decision of the enterprise (owner/Board of Members/Board of Directors/enterprise owner depending on the type of enterprise) on terminating the operation.
- A decision on revocation of the Certificate of Operation Registration of the branch/representative office issued by a competent State authority.
3. Procedures for terminating the operation of branches and representative offices
Legal basis: Decree 168/2025/ND-CP, Circular 68/2025/TT-BTC.
3.1. Required documents
- For branches and representative offices in Vietnam:
- Notification of termination of operation using the form issued by the registration authority (Form No. 28, Appendix I attached to Circular 68/2025/TT-BTC).
- Decision, resolution, or written approval of the enterprise regarding the termination.
- Documents relating to settlement of debts, tax obligations, or labor contracts (if any).
- For branches and representative offices abroad:
- Notification of termination of operation using the standard form issued by the registration authority (Form No. 29, Appendix I attached to Circular 68/2025/TT-BTC).
- Decision or resolution of the enterprise on terminating the operation of the overseas branch/representative office.
- Documents proving that all legal obligations in the host country have been fulfilled (if required).
- In case of authorized submission:
- A valid power of attorney from the enterprise authorizing the individual/organization to submit the dossier.
- Identification documents of the authorized person (ID/passport if an individual; license if an organization).
- Notification of termination and related documents as mentioned above submitted by the authorized representative.
3.2. Implementation steps
- Step 1: Before submitting the termination notice, the enterprise must complete all obligations with the tax authority, including declarations, finalization, and payment of all taxes, fees, and charges arising (if any).
- Step 2: Within 10 days from the date of the decision to terminate the operation of the branch/representative office, the enterprise must submit the dossier to the provincial Business Registration Office where the branch/representative office is located.
- Step 3: The Business Registration Office processes the dossier and issues a decision confirming the termination of operation.
3.3. Method of submission
- Submit online via the National Business Registration Portal.
3.4. Fees and processing time
- Fee: Exempted.
- Processing time:
- For termination of domestic branches and representative offices: 05 working days from the date of receipt of a valid dossier.
- For termination of overseas branches and representative offices: 03 working days from the date of receipt of a valid dossier.
“The above content is provided by DNP Viet Nam Law Firm for reference purposes only. For detailed, accurate, and tailored legal advice that meets your specific needs, please contact us using the information provided below.”
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