Terminating a branch, representative office or business location in Vietnam

Short answer: An enterprise decides for itself to terminate a branch (chi nhánh), representative office (văn phòng đại diện) or business location (địa điểm kinh doanh) (clause 1, Article 213 of the Law on Enterprises (Luật Doanh nghiệp), as amended by Article 1(24) of Law 76/2025/QH15 (Luật 76/2025/QH15)). For a branch or representative office, the tax procedures must be completed first; then, within 10 days from the date of the decision, the file is sent to the Business Registration Office (Phòng Đăng ký kinh doanh) where the branch is located (clauses 1 and 2, Article 66 of Decree 168/2025/NĐ-CP (Nghị định 168/2025/NĐ-CP)). A business location is processed within 02 working days (Article 66(4) of Decree 168/2025/NĐ-CP). To terminate a branch, all business locations under that branch must be terminated first (Article 66(5) of Decree 168/2025/NĐ-CP).

When must the termination procedure be carried out?

There are two cases (Article 213(1) of the Law on Enterprises, as amended by Article 1(24) of Law 76/2025/QH15): the enterprise decides to terminate it itself, or a competent state authority issues a decision revoking the Enterprise Registration Certificate (Giấy chứng nhận đăng ký doanh nghiệp) or the certificate of operation of the branch, representative office or business location.

In addition, when an enterprise is dissolved, all branches, representative offices and business locations must be terminated before the dissolution file is submitted (Article 64(4) of Decree 168/2025/NĐ-CP). A branch, representative office or business location that has stopped operating for more than 12 months without notifying the Business Registration Office and the tax authority may have its certificate revoked (Article 71(1)(b) of Decree 168/2025/NĐ-CP).

Terminating a branch or representative office: the steps

1. Adopt a termination decision: by the owner (single-member limited liability company), the Members' Council (Hội đồng thành viên) (limited liability company with two or more members, partnership) or the Board of Directors (Hội đồng quản trị) (joint stock company) (Article 66(2)(b) of Decree 168/2025/NĐ-CP).
2. Terminate the business locations under the branch at the Business Registration Office where each location is situated (Article 66(5) of Decree 168/2025/NĐ-CP).
3. Fulfil the tax obligations of the branch or representative office with the tax authority (Article 66(1) of Decree 168/2025/NĐ-CP). Under Circular 90/2026/TT-BTC (Thông tư 90/2026/TT-BTC), the dependent unit (đơn vị phụ thuộc) submits a request to terminate its tax identification number (mã số thuế) (Form 24/ĐKT) with a copy of the termination decision to the tax authority directly managing it within 10 working days from the date of the decision, unless the law sets a different time limit (clause 5, Article 13 of Circular 90/2026/TT-BTC). This circular replaced Circular 86/2024/TT-BTC from 1/7/2026 (Article 36(1)); the text warehouse only has an OCR (text-recognition) copy, which may contain errors.
4. File with the Business Registration Office where the branch or representative office is located within 10 days from the date of the termination decision (Article 66(2) of Decree 168/2025/NĐ-CP). The file consists of the notice of termination of the branch, representative office or business location (Form No. 28 in Appendix I to Circular 68/2025/TT-BTC (Thông tư 68/2025/TT-BTC), issued under Article 2(1) of that circular) and a copy or the original of the termination resolution or decision referred to in step 1.
5. The Business Registration Office consults the tax authority: the tax authority gives its opinion within 02 working days. Within 05 working days from receipt of the file, if the tax authority confirms that tax obligations have been fulfilled or gives no opinion, the branch or representative office's status changes to "terminated" (đã chấm dứt hoạt động). If the tax authority refuses because tax obligations remain, the enterprise is notified and must deal with them (Article 66(3) of Decree 168/2025/NĐ-CP).

Does terminating a business location require settling tax first?

Article 66 of Decree 168/2025/NĐ-CP does not set a "fulfil tax obligations" step before terminating a business location as it does for branches and representative offices (clause 1 only refers to branches and representative offices). The Business Registration Office checks the validity of the file and changes the business location's status to terminated within 02 working days (Article 66(4); before 23/7/2026 this was 03 working days, shortened by clause 3, Article 19 of Decree 296/2026/NĐ-CP (Nghị định 296/2026/NĐ-CP)). The information is transferred automatically to the tax registration system (Article 66(4) of Decree 168/2025/NĐ-CP). However, when the enterprise terminates its tax identification number, the tax obligations of the business location must still be fulfilled (point d, clause 1, Article 7 of Decree 252/2026/NĐ-CP (Nghị định 252/2026/NĐ-CP)).

Who pays if the branch still has debts?

An enterprise whose branch has been terminated is responsible for performing the contracts and paying the debts, including the branch's tax debts, and for continuing to employ, or fully settling the entitlements of, the employees who worked at the branch (Article 213(3) of the Law on Enterprises). The Law on Tax Administration 2025 (Luật Quản lý thuế 2025) also provides that a taxpayer whose dependent unit terminates operations without having fulfilled its tax payment obligations must fulfil those obligations (point đ, clause 1, Article 17 of the Law on Tax Administration 108/2025/QH15). Under Circular 90/2026/TT-BTC, if the branch cannot complete them itself, the enterprise gives a written undertaking to take over all tax obligations so that the tax authority transfers them to the enterprise (point a.3, clause 1 and clause 2, Article 15 of Circular 90/2026/TT-BTC, OCR copy).

The enterprise's legal representative (người đại diện theo pháp luật) and the head of the branch or representative office are jointly responsible for the truthfulness of the termination file (Article 213(2) of the Law on Enterprises).

What if the enterprise does not file?

Where a branch, representative office or business location has been given the status "in the process of terminating" (đang làm thủ tục chấm dứt hoạt động) (for example because the enterprise is being dissolved or has had its certificate revoked), and after 180 days no termination file has been received and there is no written objection from the tax authority or a related person, the Business Registration Office terminates it on its own initiative in the National Database (Article 66(7) of Decree 168/2025/NĐ-CP). The enterprise remains liable for the debts, including tax debts, of the terminated branch (Article 213(3) of the Law on Enterprises).

Branches and representative offices abroad?

Termination follows the law of the host country. Within 30 days from the date of official termination, the enterprise sends a written notice to the Business Registration Office where its head office is located so that the records can be updated (Article 66(6) of Decree 168/2025/NĐ-CP).

When to ask a lawyer or tax agent

• The branch keeps independent accounts and still has invoices, undeducted VAT (thuế GTGT) or large tax debts.
• The branch has many employees whose contracts must be terminated or who must be transferred.
• The branch stopped operating long ago without notice and risks having its certificate revoked.
• Closing a branch or representative office abroad under that country's law.