Procedures for Revoking the Operation Registration Certificate of a Branch or Representative Office

1. Will the operation certificate of a branch or representative office be revoked if the declared contents in the dossier are found to be forged?

“Article 77. Revocation of Branch Operation Registration Certificates

Under Clause 1, Article 77 of Decree No. 168/2025/ND-CP on cases of revocation of branch and representative office operation registration certificates:

1. A branch or representative office shall have its Branch/Representative Office Operation Registration Certificate revoked in the following cases:

a) The declared contents in the branch or representative office operation registration dossier are forged;

b) The branch or representative office ceases operations for 01 year without notifying the Provincial Business Registration Office and the Tax Authority;

c) Pursuant to a Court decision or a request of the competent authority as prescribed by law.

[…]”

Accordingly, forged declared contents in the branch or representative office operation registration dossier is one of the cases subject to revocation of the branch or representative office operation registration certificate.

2. How are the procedures for revoking a branch or representative office operation registration certificate carried out?

Under Clauses 2, 7, 8, and 10, Article 77 of Decree No. 168/2025/ND-CP, the procedures for revoking branch and representative office operation registration certificates are as follows:

– Where the declared contents in the dossier for new establishment registration of a branch or representative office are forged, the Provincial Business Registration Office shall issue a notice of the enterprise’s violation and issue a decision to revoke the Branch or Representative Office Operation Registration Certificate.

Where the dossier for registering changes to the branch or representative office registration contents is forged, the Provincial Business Registration Office shall issue a notice of the enterprise’s violation and issue a decision to cancel the changes made to the branch or representative office operation registration contents on the basis of the forged information, and issue the Branch or Representative Office Operation Registration Certificate and the Confirmation of changes to branch or representative office operation registration contents based on the most recent valid dossier, while notifying the competent authority for consideration and handling in accordance with the law. The Provincial Business Registration Office shall require the enterprise to re-submit the dossier for consideration for issuance of the Branch or Representative Office Operation Registration Certificate and the Confirmation of changes to branch or representative office operation registration contents. The enterprise may combine the lawful changes from subsequent registration and change notifications into one dossier to be issued a new change registration at once.

– Within 02 working days from the date of issuing the notice of violation of a branch or representative office subject to revocation of the Branch or Representative Office Operation Registration Certificate, or the decision to revoke the Branch or Representative Office Operation Registration Certificate, the Provincial Business Registration Office shall send the above notice and decision to the enterprise’s head office address and publish the information on the National Enterprise Registration Portal.

– Information on the revocation of the Branch or Representative Office Operation Registration Certificate must be entered into the National Enterprise Registration Information System and sent to the Tax Authority within 01 working day from the date of issuance of the decision to revoke the Branch or Representative Office Operation Registration Certificate.

– The enterprise must carry out procedures to terminate the operations of the branch or representative office within 15 days from the date of the decision to revoke the Branch or Representative Office Operation Registration Certificate, except where the branch or representative office has its Branch or Representative Office Operation Registration Certificate revoked due to tax debt enforcement.

3. Who is responsible for the contracts, debts, and financial obligations of a branch or representative office?

Under Clause 3, Article 213 of the Law on Enterprises 2020 on termination of branch, representative office, and business location operations:

“Article 213. Termination of branch, representative office, and business location operations

[…]

3. An enterprise with a terminated branch is responsible for performing contracts, paying debts including the branch’s tax debts, and continuing to employ or fully resolving the lawful benefits of employees who worked at the branch in accordance with the law.

Accordingly, the enterprise with a terminated branch is responsible for performing contracts, paying debts including the branch’s tax debts, and continuing to employ or fully resolving the lawful benefits of employees who worked at the branch in accordance with the law. Thus, the contracts, debts, and financial obligations of your company’s branch or representative office will be the responsibility of your company.