Prolonged operating losses at a branch, corporate restructuring of a distribution network, or a shift in business strategy that leaves a branch misaligned with corporate goals are common reasons prompting enterprises to initiate procedures for company branch closure in Vietnam. Since July 1, 2025, the legal framework governing enterprise registration has undergone fundamental changes with the enactment of the 2025 Law Amending and Supplementing the Law on Enterprises and Decree 168/2025/ND-CP. Subsequently, on July 23, 2026, regulations governing application dossiers and processing timelines were further adjusted by Decree 296/2026/ND-CP.
In the article below, Viet An Law provides a comprehensive update on the current legal basis, required dossiers, and procedures on how to close a company branch in Vietnam: 2026 guide for client reference. This process represents a vital component within the broader group of procedures governing corporate suspension, company dissolution in Vietnam, and legal status restoration that every enterprise must understand, alongside tax finalization in Vietnam and representative office closure in Vietnam, spanning from initial company formation and licensing to the eventual downsizing of a branch network.
Legal basis for company branch closure in Vietnam in 2026
The termination of operations (dissolution) of a company branch is currently governed by the following legal instruments:
- The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 dated June 17, 2025 (effective from July 1, 2025);
- Decree 168/2025/ND-CP dated June 30, 2025 on enterprise registration, replacing Decree 01/2021/ND-CP and Decree 122/2020/ND-CP;
- Decree 296/2026/ND-CP amending and supplementing a number of articles of Decree 168/2025/ND-CP, effective from July 23, 2026;
- Circular 68/2025/TT-BTC dated July 1, 2025 issued by the Minister of Finance promulgating standard forms used in enterprise registration.
Enterprises must pay particular attention to this regulatory shift: many online guidance materials still cite Decree 01/2021/ND-CP, an instrument that expired on July 1, 2025 and is no longer an appropriate legal basis for executing branch dissolution procedures in 2026.
Cases of termination of company branch operations and representative office closure in Vietnam
Pursuant to Clause 1, Article 213 of the Law on Enterprises 2020 (as amended by Clause 24, Article 1 of Law No. 76/2025/QH15), a branch, representative office, or business location of an enterprise shall terminate its operations in two cases:
- Pursuant to a decision of the enterprise itself (voluntary dissolution);
- Pursuant to a decision revoking the Enterprise Registration Certificate, or the certificate of branch, representative office, or business location registration issued by a competent state authority (compulsory dissolution).
Compulsory dissolution: revocation of the branch registration certificate in Vietnam
Pursuant to Clause 1, Article 71 of Decree 168/2025/ND-CP, a branch shall have its Operation Registration Certificate revoked in any of the following cases:
- The information declared in the application dossier for branch operation registration or the application dossier for registering changes to branch operation registration contents is forged;
- The branch ceases operations for 01 year without notifying the Business Registration Authority and the Tax Authority;
- Pursuant to a decision of a Court or a request from a competent state authority as prescribed by law.
Where a branch has its Operation Registration Certificate revoked (except where revocation results from tax debt enforcement), the enterprise must still proactively carry out the branch dissolution procedures in accordance with the sequence below within 15 days from the date of the revocation decision.
Dossiers for company branch closure in Vietnam
The required components of the dossier for dissolving a company branch are stipulated in Clause 2, Article 66 of Decree 168/2025/ND-CP, categorized into two specific cases:
- For a domestic branch, the dossier includes:
- A notification on the termination of operations of the branch, representative office, or business location using Form No. 28 in Appendix I of Circular 68/2025/TT-BTC;
- A copy or original of the resolution or decision on the termination of branch operations issued by the company owner (for a single-member limited liability company), by the Members’ Council (for a multi-member limited liability company or a partnership), or by the Board of Directors (for a joint-stock company).
- For an overseas branch, the dossier solely comprises a notification on the termination of operations of the overseas branch or representative office using Form No. 29 in Appendix I of Circular 68/2025/TT-BTC, as the operational termination itself is executed in accordance with the laws of the host country.
Where an enterprise authorizes an individual or organization to carry out the procedure, the dossier must include a written power of attorney or authorization document (notarization or certification is not mandatory if authorizing an individual) in accordance with Article 12 of Decree 168/2025/ND-CP.
Procedures for company branch closure in Vietnam and tax finalization in Vietnam
The procedure for dissolving a company branch under Article 66 of Decree 168/2025/ND-CP (as amended and supplemented by Decree 296/2026/ND-CP) comprises the following steps:
Step 1: Fulfill tax obligations and tax finalization in Vietnam for the branch
Prior to submitting the notification on termination of operations, the enterprise and its branch must register with the Tax Authority to fulfill all tax payment obligations and complete tax finalization in Vietnam in accordance with tax laws. This is a mandatory prerequisite, and the application dossier will be rejected if this step has not been completed.
Step 2: Submit the notification dossier on termination of operations
Within 10 days from the date of the decision to terminate branch operations, the enterprise must submit the dossier to the provincial-level Business Registration Authority where the branch is located, via one of three methods: direct submission in person, via postal service, or online through the National Business Registration Portal (using an electronic identification account in accordance with Article 39 of Decree 168/2025/ND-CP, as amended by Article 9 of Decree 296/2026/ND-CP).
Important note: where a branch has dependent business locations, the enterprise must complete the procedures to terminate the operations of all such dependent business locations before terminating the operations of the branch.
Step 3: Review and processing of the dossier by the Business Registration Authority
The time limit for processing the application dossier is specifically stipulated for each category of dependent unit as follows:
| Category of Dependent Unit | Processing Time Limit |
| Domestic branch or representative office | 05 working days from the date of receipt of a valid dossier |
| Overseas branch or representative office | 03 working days from the date of receipt of a valid dossier |
| Business location | 02 working days from the date of receipt of a valid dossier |
Specifically within the jurisdiction of Hanoi City, the processing time limit is 04 working days pursuant to Resolution 12/2026/NQ-HDND.
The authority responsible for receiving and resolving the dossier is the provincial-level Business Registration Authority (under the Department of Finance) where the branch is located; however, for a branch located within a high-tech zone, the procedure is handled by the Management Board of the high-tech zone. This represents a structural change compared to previous regulations, as the two-tier government administration model took effect on July 1, 2025, meaning the business registration authority is no longer organized at the district level or referred to under the former designation of the Business Registration Office under the Department of Planning and Investment. The procedure for dissolving a company branch is exempt from official state fees pursuant to Circular 47/2019/TT-BTC.
Corporate obligations during branch closure and company dissolution in Vietnam
Pursuant to Clause 3, Article 213 of the Law on Enterprises 2020: “An enterprise whose branch has terminated operations is responsible for performing the contracts, paying the debts, including tax debts, of the branch, and continuing to employ the employees or fully settling the lawful rights and benefits of the employees who have worked at the branch in accordance with the law.”
Accordingly, dissolving a company branch does not extinguish the legal liability of the parent enterprise for obligations incurred at the branch, including obligations toward commercial partners, employees, and tax authorities.
Key considerations for company dissolution in Vietnam and branch termination in 2026
- Mandatory branch dissolution prior to company dissolution in Vietnam: pursuant to Clause 4, Article 70 of the Law on Enterprises 2020, before submitting an application dossier for enterprise dissolution registration, the enterprise must complete all procedures for terminating the operations of its branches, representative offices, and business locations, including representative office closure in Vietnam, at the respective business registration authorities where such units are located.
- Updating legal status: Article 36 of Decree 168/2025/ND-CP adds provisions establishing 06 distinct legal statuses for a branch on the National Enterprise Registration Database, which includes the status of “Undergoing procedures for termination of operations”—enterprises must monitor this status throughout the dossier processing period.
- Overseas branches: in addition to complying with the laws of the host country, the enterprise must also send a written notification to the provincial-level Business Registration Authority where its headquarters is located within 30 days from the official date of termination of operations.
- Branch seal: if the branch utilizes a physical seal issued by the Public Security authority, the enterprise must complete the procedure for returning the seal prior to finalizing the dissolution dossier.
The foregoing is the comprehensive update by Viet An Law explaining how to close a company branch in Vietnam: 2026 guide under the latest 2026 regulations. Because this area of law has undergone continuous regulatory changes throughout the 2025–2026 period, clients seeking tailored legal advice on branch dissolution procedures or other corporate suspension, dissolution, and legal status restoration matters are invited to contact Viet An Law for timely and accurate support.
Viet An Law also provides comprehensive legal services for company formation and sub-license applications for enterprises looking to expand their business operations.
