A branch is a dependent unit of an enterprise. The branch takes on the tasks of completely or partially performing the company’s functions. Whenever maintaining the operation of the branch is unnecessary or becomes ineffective, the procedure of dissolution of the branch may be carried out.

1. Provisions

The dissolution of a branch is decided by:

dissolution of a branchThe enterprise’s legal representative and the head of the branch that is being dissolved are jointly responsible for the accuracy and truthfulness of the application for dissolution.

The enterprise whose branch is being dissolved must: execute contracts, pay debts -including tax debts – of the branch and continue employing or fully provide lawful benefits for the branch’s employees as prescribed by law.

2. Procedures for dissolution of a branch

Steps to dissolve a branch

Procedures to dissolve a branch:

Step 1: Confirmation of obligations to the customs authority

NOTE:  since 2022, some tax authorities do not request the step

After posting the decision of dissolution on the National Business Registration Portal, as well as public posting at the company headquarters of the branch and enterprise, the branch submits the official dispatch to the General Department of Customs to request the confirmation of customs obligations to dissolve the branch.

Step 2: Procedures – at the tax authority

Enterprise submits the official dispatch to the tax authority to deactivate the tax identification number (TIN) of the branch.

The notice of TIN deactivation; Decision of dissolution of a branch by the owner/Member Assembly/Board of Directors; the copied form of business license; a written authorization.

Upon receiving a non-tax debt confirmation from the General Department of Taxation, the Department of Taxation issues a notice of TIN deactivation of the branch.

Step 3: Revoke the branch’s seal (if any)

The branch is required to return the seal and the Certificate of seal registration formerly issued by the competent police authority to receive a certificate of seal revocation.

The branch using the seal and notifying the seal sample to the Department of Planning and Investment maintains the seal at their company.

Step 4: Procedures  – at Business Registration Authority

Within 7-days from the day on which the enterprise’s debts are paid in full, the legal representative submits an application for dissolution to the provincial level Business Registration authority where the enterprise is headquartered or to the National Business Registration Portal.

Application submission:

Submit the application for dissolution of a branch directly to the Business Registration Office;

Submit the application for dissolution of a branch via the postal service;

Submit the application for dissolution of a branch through the National Business Registration Portal.

The application must consist of:

Notice of dissolution of the branch;

Resolution or decision of the Board of Members in a multiple-member limited liability companies and/or partnerships; Resolution or decision of the Board of Directors of a joint stock company; Resolution or decision of the owner of a single-member limited liability company pertaining to the dissolution of the branch and/or representative office;

Minutes of meetings of the Board of Members in a multiple-member limited liability company and/or partnerships; Minutes of meetings of the Board of Directors of the joint stock company; the resolution of the dissolution of the branch and/or representative office;

List of creditors and unpaid debts – including tax debt of the branch and the debts on social welfare;

List of employees and their respective benefits;

Certificate of Branch Registration;

Notice of the branch/representative office’s return of seal (if any);

A written request for supplementation or update of information on registration of regulated operations (if a branch, representative office, or business location is granted an investment license, a certificate of investment, or other business documents having equivalent legal value).

A valid copy of the Certificate of investment and a valid copy of the Certificate of branch’s tax registration (if the branch’s business location was granted an investment license, a certificate of investment, or other document(s) having equivalent legal value).

3. Receipt of the statement of dissolution of a branch

Within 3-business days from the date of receipt of all documents, the business registration authority or investment management authority reviews the validity of the application. Valid applications will be issued a statement of deactivation of the branch or representative office’s operation and a statement of branch dissolution will be posted on the national portal.

Our team of experienced legal professionals are always ready and available to support you with relative information for the dissolution of a branch. Please contact us directly via our hotline 0916 545 618 or via email at hung.le@cnccounsel.com and  thanh.tran@cnccounsel.com for specific advice.

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