Guidelines for quick procedures for terminating branches

1. What is a branch?

According to Clause 1, Article 44 of the Law on Enterprises 2020 stipulates as follows:

Branch is a dependent unit of the enterprise, responsible for performing all or part of the functions of the enterprise, including the function of authorized representation. The branch’s business line must be consistent with the enterprise’s line of business.

2. Regulations on termination of branch operations

– Branches, representative offices, and business locations of an enterprise may terminate operations according to the decision of the enterprise itself or according to the decision to revoke the Certificate of registration of branch and representative office operations of a competent state authority.

– The legal representative of the enterprise and the head of the branch or representative office whose operations are terminated. Jointly responsible for the truthfulness and accuracy of records on termination of branch operations, representative offices, and business locations.

– Enterprises whose branches have ceased operations are responsible for implementing contracts, paying debts, including tax debts of the branch, and continuing to employ workers or fully resolve legal benefits for employees who have worked at the branch in accordance with the law. law.

(According to Article 213 of the Law on Enterprises 2020)

3. Documents to terminate branch operations include:

Documents to terminate the validity of the branch’s tax code include:

A proposal to terminate the validity of the branch’s tax code;

Decision to dissolve the branch;

Meeting minutes on the dissolution of the enterprise’s branch (if the enterprise is the owner). The branch is a two-member limited liability company or a joint stock company);

Photocopy of the business registration certificate of the branch and the parent enterprise;

Power of attorney (if someone else submits the application on behalf of another person);

Official letter on liability after dissolution;

Commitment to not having liquid assets reason.

Completing procedures for branch dissolution at the Business Registration Office

4. Procedures for terminating branch operations

According to Article 72 of Decree 01/2021/ND-CP Regulations on procedures for terminating branch operations are as follows:

– Before announcing the termination of branch operations, enterprises and branches must register with the Tax Authority to fulfill tax payment obligations according to the provisions of tax law. (This step is important)

– Within 10 days from the date of decision to terminate branch operations, the enterprise sends a Notice of termination of branch operations to the Business Registration Office where the branch is located.

In case of termination of branch operations, the notice must include a resolution, decision and a copy of the meeting minutes of the Board of Members. for limited liability companies with two or more members, partnerships, of the Board of Directors for joint stock companies;

Resolutions and decisions of the company owner for one-member limited liability companies on termination of branch operations.

– After receiving the dossier to terminate branch operations, the Business Registration Office sends information about the branch’s termination of operations. to the Tax Authority.

Within 02 working days from the date of receiving information from the Business Registration Office, the Tax Authority sends comments on the fulfillment of the branch’s tax payment obligations to the Business Registration Office.

Within 05 working days from the date of receiving the dossier to terminate branch operations, the Business Registration Office shall terminate the branch’s operations in the National Database. participate in business registration if they do not receive a refusal from the Tax Authority, and at the same time issue a notice of termination of branch operations.

– Termination of branch operations of an enterprise in a foreign country is carried out in accordance with the provisions of that country’s law.

Within 30 days from the date of official termination of branch operations, the enterprise sends a written notice of termination of branch operations of the enterprise abroad to the Business Registration Office where the enterprise is headquartered.

Department Business registration updates the enterprise’s information in the National Business Registration Database within 03 working days from the date of receiving the notice.

Thus, when an enterprise wants to terminate the operation of a branch, it is necessary to prepare complete documents and follow the procedures prescribed by law.