Procedures for operation termination by representative office of foreign business entity in Vietnam will be implemented in accordance with Decree No.72/2006/ND-CP and Circular No.11/2006/TT-BTM.
1. Representative office of foreign business entity in Vietnam shall terminate its operations in the following cases:
a) At the request of the foreign business entity and approved by competent authority;
b) When foreign business entity terminates its operations in accordance with the laws of the country where such foreign business entity established or registered;
c) When duration of operation of the license for establishment of representative office of foreign business entity expires and foreign business entity does not request for extension;
d) When duration of operation of the license for establishment of representative office of foreign business entity expires and license issuing body does not agree to an extension;
e) When the license for establishment of representative office is revoked in accordance with the provisions of Clause 2, Article 28 of Decree No. 72/2006/ND-CP.
2 - Procedure for operation termination by representative office of foreign business entity in Vietnam:
2.1. Notification of operation termination by representative office of foreign business entity in Vietnam (in standard Form TB-1):
- A notice of operation termination by representative offices of foreign business entity in Vietnam must be sent to the license issuing body, to all creditors, to all employees in representative offices and to all entities with related rights, obligations and interests within a time limit of 30 days prior to the proposed date of operation termination by the representative office pursuant to points a, b and c, Clause 1 above.
This notice must specify the proposed date of termination of operation by the representative office must be displayed publicly at the office of the representative office and must be published in 03 consecutive issues of a newspaper or electronic media authorized to be published in Vietnam.
- In case of termination of operation of representative office of foreign business entity pursuant to Point d , e, Clause 1 above, the License Issuing Body shall make a announcement in 03 consecutive issues of a newspaper or electronic media authorized to be published in Vietnam of the termination of the operation by the representative office and specify the date of such termination within a time limits of 15 days from the date of the decision not to extend a license for establishment of a representative office or from the date of decision to revoke such license.
- The license-issuing body shall be responsible to provide written confirmation of the proposed termination of operation to the representative office or branch in order for it to complete fulfillment of its relevant financial obligations.
2.2. Foreign business entity, representative office must fulfill the financial obligations.
- Within a time limit of 15 days prior to termination of operation by the Representative Office of foreign business entity in Vietnam pursuant to point a, b and c, Clause 1 above, the foreign business entity, representative office is obliged to discharge payment of all debts and other obligations in accordance with laws to the state and other entities concerned.
- Within a time limit of 60 days prior to termination of operation of the Representative Office of foreign business entity in Vietnam pursuant to Point d, e, Clause 1 above, the foreign business entity, representative office is obliged to discharge payment of all debts and other obligations in accordance with laws to the state and other entities concerned.
2.3. Submission of application files for operation termination by representative offices of foreign business entity in Vietnam
Representative offices, foreign business entity shall sumit the application file for or operation termination by representative offices at the Body receiving application file of the License Issuing Body.
The application dossiers include:
- Notification of termination of the operation by the representative office of foreign business entity in Vietnam (in standard Form TB-2);
- The original of issued license for establishment of representative office;
- Receipt from the press agency being a printed newspaper or electronic newspaper regarding publication of notification of termination of operation by the representative office or other document proving that the notification has been published.
- Document proving that the representative office or branch has fulfilled all tax and financial obligations to the State of Vietnam.
After submission, the Body receiving application file of the License Issuing Body shall provide a receipt, in which it notifies the date to receive the results in the Body receiving application file of the License Issuing Body.
2.4. Receipt of results in the Body receiving application file of the License Issuing Body: Confirmation of fulfillment of obligations
2.5. Close the account and repatriate the balance:
After receiving confirmation of fulfillment of obligations, the foreign business entity, representative office shall close its accounts and repatriate its balance.
2.6. Cancelation of name of the representative office in the Register:
The License Issuing Body shall cancel the name of such the representative office from its Register within 15 days from the day the foreing business entity and foreign representative office fulfilled its obligations stipulated in point b above.
2.7. Notice of termination of operation of the representative office:
Within 15 days from the date of cancellation of name of a Representative Office, Department of Trade and Industry is responsible for notification of the termination of the operation by the representative office to Ministry of Trade and Industry, the provincial People”s Committee, the tax authorities, statistical offices, the provincial police office in location where the representative office has its office.
The legal basis of administrative procedures of termination of operation of representative offices of foreign business entities in Vietnam:
* Commercial Law 2005 dated 01/01/2006
* Decree No.72/2006/ND-CP dated July 25, 2006 of the Government detailing the Commercial Law of the representative office, branch of foreign business entities in Vietnam have effect on 14 August 2006.
* Circular No.11/2006/TT-BTM dated 28 September 2006 of the Ministry of Trade guiding the implementation of Decree No.72/2006/ND-CP dated July 25, 2006 of the Government detailing the Commercial Law on representative office, branches of foreign business entity in Vietnam have effect from 02 November 2006.
