Guide to Quickly Terminating a Representative Office

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Short answer: Terminating a representative office (RO) follows these steps: (1) the enterprise decides to terminate the RO’s operations; (2) fulfills the RO’s tax obligations and other asset obligations (an RO may not conduct business directly, so obligations are usually simpler than a branch’s); (3) notifies the termination to the Business Registration Office where the RO is located. The dossier includes: a notice of RO termination in the prescribed form; and the enterprise’s termination decision. 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 (representative offices);
Decree No. 168/2025/ND-CP on enterprise registration — procedures for terminating a representative office.

Key characteristics of an RO to remember

An RO is a dependent unit with no business function — it serves only as a liaison office, for market research and promotion;
An RO may not sign business contracts in its own name; all obligations are borne by the enterprise;
Because it does not conduct business directly, an RO’s tax obligations are usually simpler than a branch’s — so the termination procedure is also quicker and cleaner.

Steps to terminate an RO

Step 1. The enterprise issues a termination decision

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

Step 2. Fulfill the RO’s obligations

Tax: finalize and pay all taxes (if any); close the tax file and the dependent-unit tax code with the tax authority;
Employees: settle entitlements and finalize social insurance books;
Office lease contracts and other contracts serving operations: liquidate them;
The RO’s bank account: close it after finalization.

Step 3. Notify the termination

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

For a quick and clean procedure

Close the tax file first before submitting the termination notice — the step that determines speed;
Recover the RO’s seal (if any);
Liquidate the office lease contract and remove the signboard;
Archive the RO’s records and books as prescribed.

Frequently asked questions

Must an RO with no revenue still close its tax file?

The procedure to close the tax file and the dependent-unit tax code with the tax authority must still be done — even if the actual tax obligation is zero.

Does terminating an RO affect the parent company?

No — the parent company continues to operate normally; all remaining obligations of the RO are borne by the parent company.

How is an RO of a foreign trader terminated?

An RO of a foreign trader follows commercial law (the Commercial Law, Decree No. 07/2016/ND-CP) — different procedures from an RO of a Vietnamese enterprise.

Notes on applying current regulations

Many enterprises confuse an RO of a Vietnamese enterprise with an RO of a foreign trader — these are different legal institutions with different procedures. Identify the correct type before carrying out the procedure. Contact an ANT Legal lawyer at 0966.475.966 for assistance.

Common risks to note

Confusing the procedures for an RO of a Vietnamese enterprise with those of a foreign trader’s RO;
Failure to close the tax file and the dependent-unit tax code;
Missing obligations to employees;
“Abandoning” the RO instead of properly terminating it.

How ANT Legal can help

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

Legal Knowledge

Guide to Quickly Terminating a Representative Office in Vietnam