The termination of operations of a Representative Office (RO) involves more than just submitting a dossier to the licensing authority; it also encompasses fulfilling obligations regarding contracts, taxes, employees, social insurance, and other financial liabilities. Enterprises must execute the procedures fully and in the correct order to minimize remaining liabilities after the RO ceases operations.
Cases for termination of Representative Office Operations
- At the request of the foreign trader;
- The foreign trader ceases operations under the laws of the country or territory where it was established or registered for business;
- The expiration of the operation term stated in the Representative Office Establishment License without an application for extension by the foreign trader;
- The expiration of the operation term stated in the Representative Office Establishment License, but extension is not approved by the licensing authority;
- The Representative Office has its Establishment License revoked, in the following cases:
- Failure to operate for 01 year and no transactions conducted with the licensing authority;
- Failure to submit operational reports for 02 consecutive years;
- Failure to submit reports upon request by competent state agencies to the licensing authority within 06 months from the reporting deadline or from the date of a written request;
- Other cases as prescribed by law;
- The foreign trader or the Representative Office no longer meets one of the conditions for establishment under the law.
Procedure for terminating Representative Office Operations
Applicable to cases where the foreign trader voluntarily requests the termination of the RO’s operations:
| Process | Detailed Description |
| Step 1 | Review and Fulfillment of Representative Office Obligations
Before submitting the termination dossier, the enterprise must resolve all remaining obligations:
|
| Step 2 | Fulfillment of tax obligations and termination of tax identification number validity
Work with the tax authority to fulfill the tax obligations of the Representative Office, including reviewing the declaration, deduction, and personal income tax finalization status of employees. After fulfilling all tax obligations, proceed with procedures to terminate the validity of the tax identification number in accordance with tax administration laws. |
| Step 3 | Submitting the representative office termination dossier
The foreign trader prepares and submits the dossier according to the list specified below to the licensing authority. Upon receiving a complete and valid dossier, the licensing authority shall process it and publish the termination of the RO’s operations on its electronic information portal. |
| Step 4 | Public announcement
Upon completing the procedures, the foreign trader and the Representative Office must publicly announce the termination of operations at the RO’s headquarters. |
| Step 5 | Returning the company seal
Return the company seal and the seal sample registration certificate to the competent authority in accordance with regulations, for cases subject to the return requirement. |
| Step 6 | Closing the bank account
Close the Representative Office’s bank account and handle the remaining balance and pending transactions on the account. |
LIST OF DOSSIERS
In case of operation termination and no other Representative Offices exist in Vietnam
- Notice of the termination of operations of the Representative Office following the form issued by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;
- Copy of the licensing authority’s document refusing to extend the License (in cases where the operation term expires and the licensing authority does not agree to extend it) or a copy of the License Revocation Decision (in cases where the License is revoked);
- List of creditors and unpaid debts, including tax debts and social insurance debts;
- List of employees and current corresponding rights and benefits of the employees;
- Original Representative Office Establishment License.
In case of operation termination to relocate the headquarters to another province/city or a geographical area under the management of another Management Board
- Notice of the termination of operations of the Representative Office following the form issued by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;
- Original Representative Office Establishment License.
Some important notes on terminating the operations of a foreign trader’s representative Office
- Responsibility for the dossier: The foreign trader and the head of the Representative Office are jointly and severally responsible for the truthfulness and accuracy of the termination dossier—all relevant information, documents, and obligations must be thoroughly reviewed prior to dossier submission;
- Termination of operations does not terminate incurred obligations: After the Representative Office ceases operations, the foreign trader remains obligated to execute pending contracts, pay debts including tax debts, and fully settle legitimate benefits for employees who worked at the Representative Office, if these obligations have not been fulfilled prior to the termination of operations.
