Guide to Quickly Terminating a Branch in Vietnam

Short answer: Terminating a branch follows these steps: (1) the enterprise decides to terminate the branch’s operations; (2) fulfills the branch’s tax and debt obligations and other asset obligations; (3) notifies the termination to the Business Registration Office where the branch is located. The dossier includes: a notice of branch termination in the prescribed form; and the enterprise’s termination decision. All remaining obligations of the branch are borne by the enterprise. Legal basis: the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Articles 44 and 45 (branches);
• Decree No. 168/2025/ND-CP on enterprise registration — procedures for terminating a branch.

When is a branch terminated?

• The enterprise voluntarily terminates it (network restructuring, inefficient branch);
• The branch’s Certificate of Operation Registration is revoked;
• The enterprise dissolves or goes bankrupt — the branch terminates accordingly.

Steps to terminate a branch

Step 1. The enterprise issues a termination decision

The owner/Members’ Council/General Meeting of Shareholders issues a decision to terminate the branch’s operations; a plan for handling: the branch’s assets, contracts, employees; tax obligations and debts.

Step 2. Fulfill the branch’s obligations

• Tax: finalize, pay all taxes and late-payment amounts (if any); close the tax file and the branch’s dependent-unit tax code with the tax authority;
• Employees: settle entitlements (terminate contracts, severance/job-loss allowances, finalize social insurance books);
• Contracts and debts: liquidate contracts, pay the branch’s debts (the enterprise is responsible for the remainder);
• Invoices: finalize and destroy unused invoices as prescribed.

Step 3. Notify the termination

• A notice of branch termination in the prescribed form;
• Accompanied by the enterprise’s termination decision;
• Submitted to the Business Registration Office where the branch is located;
• The Business Registration Office updates the status to “terminated”.

Extra steps for a “quick and clean” termination

• Prepare before filing: complete the tax closure before submitting the termination notice — this is the step most likely to get stuck;
• Recover the branch’s seal (if it has its own seal);
• Close the branch’s bank account after finalization;
• Remove the signboard and liquidate assets at the branch’s location;
• Archive the branch’s records and books as prescribed.

Frequently asked questions

Can a branch with outstanding tax debts be terminated?

No, not until tax obligations are fulfilled. The tax file must be closed and all outstanding taxes paid first.

Must a newspaper announcement be published when terminating a branch?

Current law does not require a newspaper announcement; however, the enterprise should notify the branch’s partners and customers to settle debts and contracts.

What happens if a dormant branch is simply abandoned?

Problems arise — the branch still incurs tax declaration obligations, its tax code may be locked, and the enterprise (the parent company) must bear responsibility. Proper termination is recommended.

Notes on applying current regulations

A “quick and clean” branch termination depends on a smooth tax closure — the enterprise should review the branch’s tax obligations before filing. Contact an ANT Legal lawyer at 0966.475.966 for full-package assistance.

Common risks to note

• Submitting the termination notice before closing the tax file — the dossier gets stuck;
• Missing obligations to the branch’s employees;
• Failure to destroy invoices or close the bank account;
• “Abandoning” the branch instead of terminating it.

How ANT Legal can help

ANT Legal handles the full procedure for terminating a branch: reviewing tax and labor obligations; preparing the dossier; closing the tax file and notifying the termination. For prompt advice, please contact a lawyer at 0966.475.966.

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• Guide to quickly terminating a representative office
• Guide to changing a branch’s address
• Guide to dissolving a company
• Guide to changing capital-contributing members of a multi-member LLC (latest)
• Distinguishing branches, representative offices, and business locations