What is branch dissolution in Vietnam? When does a branch have its certificate of branch revoked?
What is branch dissolution in Vietnam?
Pursuant to the provisions of Article 213 of the 2020 Law on Enterprises of Vietnam, the dissolution of enterprises’ branch is as follows:
Shutting down branches, representative offices and business locations
1. Shutdown of branches, representative offices, business locations of an enterprise shall be decided by the enterprise or under a decision to revoke the certificate of branch/representative office registration issued by a competent authority.
2. The enterprise’s legal representative and the head of the branch/representative office that is shut down shall be jointly responsible for the accuracy and truthfulness of the application for shutdown of the branch/representative office/business location.
3. The enterprise whose branch is shut down shall execute the contracts and pay the debts, including tax debts, of the branch and continue employing or fully provide lawful benefits for the branch’s employees as prescribed by law.
4. The Government shall elaborate this Article.
Thus, the dissolution of an enterprise's branch depends on the decision of the enterprise or the decision of a competent authority.
What is branch dissolution in Vietnam? What are the procedures for branch dissolution according to current laws?
When does a branch have its certificate of branch revoked?
According to the provisions of Clause 1, Article 77 of Decree 01/2021/ND-CP on the cases of revocation of certificates of branch as follows:
Revocation of certificates of branch/representative office registration
1. The certificate of branch/representative office registration shall be revoked in the following cases:
a) The application for registration of branch/representative office contains fraudulent information;
b) The branch/representative office is suspended for 01 year without notifying the Business Registration Office and the tax authority;
c) The certificate of branch/representative office registration is revoked according to a Court’s decision or request of a competent authority as prescribed by law.
Thus, the branch will have its certificates of branch revoked in the following cases:
- The application for registration of branch/representative office contains fraudulent information;
- The branch/representative office is suspended for 01 year without notifying the Business Registration Office and the tax authority;
- The certificate of branch/representative office registration is revoked according to a Court’s decision or request of a competent authority as prescribed by law.
What are the procedures for branch dissolution in Vietnam?
Pursuant to Article 72 of Decree 01/2021/ND-CP on the procedures for branch dissolution in Vietnam as follows:
- Before notifying the shutdown of a branch/representative office/business location, the enterprise or its branch/representative shall fulfill tax liabilities with the relevant tax authority in accordance with regulations of the Law on taxation.
- Within 10 working days from the date of issue of the decision to shut down a branch/representative office/business location, the enterprise shall send a notification of the shutdown to the Business Registration Office of the province where the branch/representative office/business location is situated.
In case of shutdown of a branch/representative office, the notification must be enclosed with the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the Board of Directors of the joint-stock company, or the resolution or decision of the owner of the single-member limited liability company on shutdown of branch/representative office.
- After receiving the application for shutdown of a branch/representative office/business location, the Business Registration Office shall send information about the shutdown branch/representative office/business location to the tax authority.
Within 02 working days from the receipt of information from the Business Registration Office, the tax authority shall give its opinions about the fulfillment of tax liabilities by the branch/representative office/business location to the Business Registration Office.
Within 05 working days from the receipt of the application for shutdown of the branch/representative office/business location, the Business Registration Office shall perform shutdown of the branch/representative office/business location on the National Enterprise Registration Database if it receives no objections from the tax authority and issue a notification of shutdown of the branch/representative office/business location.
- The shutdown of an enterprise’s overseas branch/representative office shall comply with the law of the host country. Within 30 working days from the official date of shutdown of an overseas branch/representative office, the enterprise must send a written notification thereof to the Business Registration Office of the province where the enterprise is headquartered.
The Business Registration Office shall update information about the enterprise on the National Enterprise Registration Database within 03 working days from the receipt of the notification.
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