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Procedures for Dissolving a Foreign Company’s Branch in Vietnam

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The procedure for dissolving a branch of a foreign company in Vietnam is an important process to ensure the termination of the branch’s operations is carried out in full compliance with legal regulations. This process not only involves specific administrative steps but also requires strict adherence to provisions on taxation, finance, and law. In this article, we will explore the main steps and necessary legal requirements to carry out dissolution effectively and lawfully.

Cases for Termination of Operations of a Foreign Company Branch in Vietnam

Procedures for Dissolving a Foreign Company’s Branch in Vietnam

Pursuant to Article 35 of Decree 07/2016/ND-CP detailing the Commercial Law on representative offices and branches of foreign traders in Vietnam, the cases for dissolution of a foreign company branch are as follows:

  • At the request of the foreign trader.
  • When the foreign trader terminates operations under the laws of the country or territory where it was established or registered.
  • Expiration of the operating term specified in the Branch Establishment License without the foreign trader requesting an extension.
  • Expiration of the operating term specified in the Branch Establishment License without approval for extension from the Licensing Authority.
  • Revocation of the Branch Establishment License under the law.
  • The foreign trader or the branch no longer meets one of the conditions for issuance of the Branch Establishment License.

Dossier for Dissolution of a Foreign Company Branch in Vietnam

The dossier includes:

  • Notice of termination of operations of the branch of the foreign company in Vietnam using the form prescribed by the Ministry of Industry and Trade, signed by the authorized representative of the foreign trader (Appendix II-22, Circular 01/2021/TT-BKHDT), except in cases of revocation of the representative office establishment license;
  • Resolution or decision on termination of the branch’s operations;
  • Copy of documents from the Licensing Authority refusing extension of the branch establishment license or copy of the Decision revoking the branch establishment license;
  • List of creditors and outstanding debts, including tax debts of the branch and social insurance debts;
  • List of employees and corresponding current entitlements of employees;
  • Original Branch Establishment License;
  • Notice confirming return of the branch’s seal (if any).

Procedure for Dissolution of a Foreign Company Branch in Vietnam

The dissolution procedure for a foreign company branch must be carried out in the following steps:

**Step 1:** The foreign trader submits the dossier for termination of the branch’s operations directly, by post, or online (if eligible) to the Licensing Authority.

**Step 2:** Within 03 working days from receipt of the dossier, the Licensing Authority shall check and request supplementation if the dossier is incomplete or invalid. Supplementation may be requested only once throughout the dossier processing period.

**Step 3:** Within 05 working days from receipt of a complete and valid dossier, the Licensing Authority shall publish on its electronic information portal the termination of the branch’s operations.

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Important Notes When Carrying Out the Procedure for Dissolution of a Foreign Company Branch

Procedures for Dissolving a Foreign Company’s Branch in Vietnam

Completion of Obligations Upon Termination of Branch Operations

Pursuant to Article 72 of Decree 01/2021/ND-CP, prior to notifying dissolution of a foreign company branch, the branch must:

• Fully fulfill all tax obligations to the tax authority.
• Submit a request to terminate the tax code effectiveness of the branch using Form No. 24/DK-TCT attached to Circular 105/2020/TT-BTC.
• After receiving confirmation of no tax arrears, the tax authority issues a decision terminating the tax code effectiveness. At the same time, the branch must close the bank account it has opened.

If the branch has used a seal registered with the police authority, it must return the seal pursuant to Clause 2, Article 18 of Decree 99/2016/ND-CP. The dossier includes:

• Official letter requesting return of the seal;
• Original seal sample registration certificate issued by the police;
• Certified copy of the branch operation registration certificate;
• The branch’s seal;
• Power of attorney for the person returning the seal;
• Decision on dissolution of the branch.

Fees for the Procedure for Dissolution of a Foreign Company Branch

Pursuant to the law, there is no fee for the procedure to dissolve a foreign company branch.

Where to Submit the Dossier for Dissolution of a Foreign Company Branch

The foreign trader submits the dossier to the Licensing Authority. Pursuant to the law, the Ministry of Industry and Trade is responsible for issuance, re-issuance, amendment, extension, revocation of the Branch Establishment License, and termination of branch operations in cases where branch establishment has not been regulated by specialized normative legal documents.

Dissolution Services for Foreign Company Branches in Vietnam Provided by BKC Law

The dissolution service for foreign company branches in Vietnam provided by BKC Law may include the following key steps and services:

1. Legal consultation: Providing detailed information on the process and legal requirements for dissolving a branch of a foreign company in Vietnam, including current legal regulations.
2. Document preparation: Assisting in preparing and completing necessary documents such as dissolution decisions, notices to business registration authorities, and other relevant agencies.
3. Handling financial obligations: Supporting the branch in fulfilling financial obligations, including settling tax debts, payments to partners and employees.
4. Notification to authorities: Carrying out notification and dossier submission procedures to business registration, tax, and other competent authorities as prescribed.
5. Bank account closure: Assisting in closing the branch’s bank accounts.
6. Asset transfer or liquidation: Guiding and supporting the transfer or liquidation of the branch’s assets.
7. Completion of related procedures: Ensuring all steps in the dissolution process are fully and timely completed to avoid future legal issues.

BKC Law’s service aims to ensure the dissolution process is smooth and fully compliant with current legal regulations, helping foreign companies save time and effort in completing necessary procedures.

With a team of senior lawyers with many years of experience, solid legal knowledge, and strong bilingual consultation capabilities, BKC LAW is confident in being one of the best legal partners on the market to support dissolution services for foreign company branches in Vietnam.

To receive free legal consultation at BKC Law, please contact our lawyers using the following information:

Telephone: 0901 3333 41
Email: info@bkclaw.vn
Branch in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Branch in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City

 

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