Procedures for Terminating a Foreign Trader’s Representative Office in Vietnam

How are the procedures for terminating the operations of a representative office of a foreign trader conducting commercial activities in Vietnam regulated?

1. How Are the Rights and Obligations of a Representative Office of a Foreign Trader Conducting Commercial Activities in Vietnam Regulated?

Regarding the rights of a representative office of a foreign trader conducting commercial activities in Vietnam, as prescribed in Article 17 of the Commercial Law 2005, as follows:

– Operate in accordance with the purposes, scope, and duration prescribed in the Representative Office establishment license.

– Lease offices; lease and purchase means and equipment necessary for the operations of the Representative Office.

– Recruit Vietnamese and foreign laborers to work at the Representative Office in accordance with Vietnamese law.

– Open accounts in foreign currencies or in Vietnamese dong originating from foreign currencies at banks permitted to operate in Vietnam and use such accounts only for the operations of the Representative Office.

– Have a seal bearing the name of the Representative Office in accordance with Vietnamese law.

– Other rights as prescribed by law.

Regarding the obligations of a representative office of a foreign trader conducting commercial activities in Vietnam, as prescribed in Article 18 of the Commercial Law 2005, as follows:

– Not to conduct profit-generating activities directly in Vietnam.

– To conduct only trade promotion activities within the scope permitted by this Law.

– Not to enter into contracts, or amend or supplement contracts entered into by the foreign trader, except where the Head of the Representative Office has a lawful authorization from the foreign trader or in cases prescribed in Clauses 2, 3, and 4 of Article 17 of this Law.

– To pay taxes, fees, charges, and perform other financial obligations in accordance with Vietnamese law.

– To report on the operations of the Representative Office in accordance with Vietnamese law.

– Other obligations as prescribed by law.

2. Cases of Termination of Operations of a Representative Office of a Foreign Trader Operating in Vietnam

Pursuant to Article 35 of Decree No. 07/2016/ND-CP on cases of termination of operations of representative offices and branches, specifically as follows:

– At the request of the foreign trader.

– When the foreign trader terminates its operations under the laws of the country or territory where such trader is established or registered for business.

– Upon expiry of the operation term under the Representative Office Establishment License or Branch Establishment License where the foreign trader does not request an extension.

– Upon expiry of the operation term under the Representative Office Establishment License or Branch Establishment License where the Licensing Authority does not agree to an extension.

– Upon revocation of the Representative Office Establishment License or Branch Establishment License as prescribed in Article 44 of this Decree.

– Where the foreign trader, Representative Office, or Branch no longer satisfies one of the conditions prescribed in Articles 7 and 8 of this Decree.

3. How Are the Procedures for Terminating the Operations of a Representative Office of a Foreign Trader Conducting Commercial Activities in Vietnam Regulated?

Regarding the dossier, pursuant to Article 36 of Decree No. 07/2016/ND-CP on the dossier for terminating operations of representative offices and branches, specifically as follows:

– One set of dossier, including:

+ A notice of termination of operations of the Representative Office or Branch using the form of the Ministry of Industry and Trade, signed by the authorized representative of the foreign trader, except for the case prescribed in Clause 5, Article 35 of this Decree;

+ A copy of the document of the Licensing Authority refusing to extend the Representative Office Establishment License or Branch Establishment License (for the case prescribed in Clause 4, Article 35 of this Decree), or a copy of the decision of the Licensing Authority revoking the Representative Office Establishment License or Branch Establishment License (for the case prescribed in Clause 5, Article 35 of this Decree);

+ A list of creditors and unpaid debts, including tax debts and social insurance contribution debts;

+ A list of laborers and their current corresponding rights and benefits;

+ The original of the Representative Office Establishment License or Branch Establishment License.

– The foreign trader and the head of the Representative Office or Branch terminating operations are jointly responsible for the truthfulness and accuracy of the dossier for terminating operations of the Representative Office or Branch.

– In the case where a Representative Office terminates its operations in a centrally-affiliated province or city or in a geographic area under the management of a Management Board to relocate the head office of the Representative Office to another centrally-affiliated province or city or to a geographic area under the management of another Management Board, the dossier for terminating operations of the Representative Office includes only the documents prescribed at Points a and dd, Clause 1 of this Article.

Regarding the procedures, pursuant to Article 37 of Decree No. 07/2016/ND-CP on the order and procedures for resolving the termination of operations of representative offices and branches, as follows:

– The foreign trader submits the dossier for terminating operations of the Representative Office or Branch directly or by post or online (if conditions for application are satisfied) to the Licensing Authority.

– Within 03 working days from the date of receipt of the dossier, the Licensing Authority checks and requests supplementation if the dossier is incomplete or invalid. Requests for dossier supplementation are made at most once throughout the dossier resolution process.

– Within 05 working days from the date of receipt of a complete and valid dossier, the Licensing Authority is responsible for publishing on its electronic information page the termination of operations of the Representative Office or Branch.