How to shut down a representative office in Vietnam

Arcoding to Vietnam’s Law on Enterprise 2014, a representative office of an enterprise shall be terminated under a decision of the enterprise or a decision to revoke the Certificate of registration of representative office issued by a competent authority.

For Vietnamese merchants:

Procedures:

• Enterprises prepare complete documents as requested by the business registration department and submit them within the prescribed time limit
• Business Registration Office shall receive the notification, examine the documents, change the status of the representative office on National Enterprise Registration Database to “shut down”, and issue a notification of shutdown of the representative office.
• Time limit for processing documents: 05 working days after receiving dossiers. No fee charge

Documents needed includes:

• The decision of the enterprise to shut down the branch or representative office, or the decision to revoke the Certificate of registration of branch or representative office issued by a competent authority
• The list of creditors and outstanding debts, including tax debts, of the branch and outstanding social insurance contributions
• The list of employees and their corresponding benefits
• The Certificate of registration of the branch or representative office
• The seal of the branch or representative office (if any)
• For representative offices of enterprises which have been granted The Investment licenses, Investment Certificates or other equivalent legal validity papers, additional written requests for updating and registration of operation registration information shall be required (reference form: Appendix II-19 Circular No. 20/2015 / TT-BKHDT)

Notes:

• The certificate of registration shall be withdrawn if the representative office is shut down for 01 year without notifying Business Registration Office and tax authority.

• Shutdown of an overseas representative office shall be conducted in accordance with laws of the host country. Within 30 working days from the day on which the overseas representative office is officially shut down, the enterprise shall inform shutdown of these overseas representative office in writing to the Business Registration Office where the enterprise is situated.

For foreign traders:

A representative office or branch shall be shut down if:

• It is requested by its head office
• The foreign trader ceases to operate according to laws of the country or territory in which such foreign trader is established or registered
• The License for Establishment of the representative office is expired but its head office does not apply for extension of the license
• The licensing agency refuses to grant an extension of the expired License for Establishment of the representative office
• The License for Establishment of the representative office is revoked as prescribed in Article 44 of Decree No. 07/2015/NĐ-CP
• The foreign trader or its representative office no longer satisfies one of the requirements stipulated in Articles 7 and 8 of Decree No. 07/2015/NĐ-CP.

Procedures:

• The foreign trader shall submit the applications for shutdown of their representative office to the licensing agency directly or by post or only (where applicable)
• Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete). The request for supplementation to the application shall be made only once during the processing of the application
• Within 05 working days from the date of receipt of the valid application, the licensing agency shall publish the decision on shutdown of the representative office on their portal.
• Competent authority: Department of Industry and Trade.

Documents needed includes:

• A notification of shutdown of the representative office using the form issued by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader, except for the cases when The License for Establishment of representative offices is revoked (Notification form is specified in Circular No. 11/2016 / TT-BCT).
• Copies of written refusals of grant of extension of the license or establishment of the representative office (for those specified in clause 4, Article 35 of Decree No.07/2016/NĐ-CP) or a copy of the decision on revocation of the license for establishment of the representative office released by the licensing agency (for those specified in clause 5, Article 35 of Decree No.07/2016/NĐ-CP);
• Lists of creditors and the amount of debts, including outstanding taxes and social insurance premiums;
• Lists of employees and their current benefits;
• The original License for Establishment of the branch or representative office.

Notes:

• The above procedures do not apply to foreign traders located in industrial parks, export-processing zones, economic zones or hi-tech zones.

• Before conducting the termination of operation of the representative office, the foreign trader shall have to complete the tax procedures and obligations; Notify employees and fulfill their obligations to pay wages, terminate of labor contracts; Liquidate of other types of contracts, such as lease contract, service contract between parties … (if any); Pay off other debts.