Guidelines for quick procedures for terminating representative offices

1. What is a representative office of an enterprise?

According to Clause 2, Article 44 of the Law on Enterprises 2020, it is stipulated: A representative office is a dependent unit of an enterprise, with the task of authorizedly representing the interests of the enterprise and protecting those interests.

A representative office does not perform the business functions of the enterprise. career.

2. Procedures and documents for dissolution of representative offices of companies and enterprises

Procedures for dissolution of representative offices of companies and enterprises are specifically guided in Clause 1, Article 72 of Decree 01/2021/ND-CP. The process of dissolving a representative office needs to carry out the following steps sequentially:

Step 1: Terminate the validity of the tax code and complete the tax obligation.

Before notifying the dissolution of the representative office to the business registration authority, the enterprise must carry out procedures with the directly managing tax agency to terminate the validity of the tax code and complete the tax payment obligation according to the provisions of law. ( Terminating the validity of the tax code is the most important step to terminate the representative office).

Documents to terminate the validity of the representative office tax code that need to be prepared include:

1. Notice of termination of validity of the tax code (according to form 24/DK-TCT issued in the Circular 105/2020/TT-BTC);
2. Decision of the owner of a 1-member limited liability company on terminating the operation of representative office;
3. Decision and meeting minutes of the board of members of a limited liability company with 2 or more members or the board of directors of a joint stock company on terminating the operation of representative office.
4. Commissioner’s Office the right to authorize the representative to carry out procedures to dissolve the representative office
5. Photocopy of the registration certificate for operation of the representative office

=> When completing the termination of the validity of the representative office, the tax authority will have a document confirming the completion of tax obligations and termination of the validity of the representative office, only then will it be submitted to the business registration certificate.

Step 2: Carry out procedures for dissolution of the representative office. representative offices of companies and businesses

After completing the deactivation of the tax code and fulfilling the tax obligations of the representative office, the enterprise continues to carry out dissolution procedures (also known as procedures for terminating operations) of the representative office at the business registration authority.

The enterprise’s representative office dissolution dossier includes:

1. Notification of dissolution of the representative office representative;
2. Decision to dissolve representative office of the owner/board of members/general meeting of shareholders;
3. Minutes of meeting of the board of members/general meeting of shareholders on dissolution of representative office;
4. Authorization letter for representative to carry out procedures for dissolution of representative office (if yes);
5. Copy of CCCD/ID card of the representative carrying out procedures for dissolution of representative office.
6. Notice of termination of tax registration validity by the tax authority.

After preparing all documents, businesses need to submit them to the One-Stop Shop – Business Registration Office under the Department of Planning and Investment of the province where the representative office is located or submit online documents on page https://dangkyquangdoanh.gov.vn/.

Note:

For the return of seals, it only applies to representative offices established before July 1, 2015, with a seal issued by the police.

For representative office seals issued by the police. Company automatically does not need to return the seal. When there is notice of dissolution of the company’s representative office, this seal will automatically expire.