LLC Branch Termination in Vietnam: Conditions and Procedures

Long Phan Consulting supports enterprises with LLC branch termination procedures in Vietnam, helping them stay fully compliant with current law and avoid tax code suspension or penalties for late notification. This is a two-stage procedure: the enterprise must first complete its tax obligations with the tax authority directly managing the branch, then file the termination dossier with the provincial Business Registration Authority. This article sets out the conditions, dossiers, procedures, and penalty levels under the Law on Enterprises and Businesses currently in effect, and Long Phan Consulting stands ready to assist enterprises throughout the process.

Conditions and Authority to Decide on Branch Termination

Terminating branch operations is only valid when the decision is made by the properly authorized person and the branch has fully settled its tax obligations before the business registration dossier is filed. Under Article 213 of the Law on Enterprises 2020, as amended by Clause 24, Article 1 of Law No. 76/2025/QH15 (effective from July 1, 2025), a branch terminates operations either by the enterprise’s own decision or by a decision of the competent state authority revoking the Branch Operation Registration Certificate.

Authority to Decide by LLC Type (Company Owner / Members’ Council)

For a one-member LLC, the Company Owner decides on branch termination, and this decision is documented as a Decision of the Owner. For a multi-member LLC, the authority belongs to the Members’ Council, and the enterprise must have a Resolution or Decision of the Members’ Council together with Minutes of Meeting evidencing the vote. The enterprise’s legal representative signs the notification sent to the Business Registration Authority, and if another person is authorized to file the dossier, a valid power of attorney is required.

Prerequisite Condition: Completing Tax Obligations with the Directly Managing Tax Authority

Under Clause 1, Article 66 of Decree No. 168/2025/ND-CP on enterprise registration, before registering branch termination, the enterprise and branch must register with the tax authority to complete tax payment obligations under tax administration law. Clause 2, Article 66 of this Decree further sets a 10-day deadline, running from the decision date, to send the dossier to the provincial Business Registration Authority where the branch is located. These two deadlines are linked: the Business Registration Authority will not accept the branch termination dossier until the enterprise has confirmation of completed tax obligations from the tax authority directly managing the branch.

Dossier for LLC Branch Termination

The enterprise must prepare two separate dossiers filed with two different authorities; the dossiers cannot be combined into one. These are the dossier filed with the tax authority and the dossier filed with the Business Registration Authority.

Dossier to Terminate the Branch’s Tax Code, Filed with the Tax Authority

The dossier includes a request for termination of the tax code using Form No. 24/DK-TCT issued together with Circular No. 90/2026/TT-BTC (replacing Circular 86/2024/TT-BTC), along with documents evidencing completed tax obligations, such as tax finalization records or confirmation of no outstanding tax debt if requested by the tax authority. Where the branch has previously engaged in import-export activities, the enterprise must also submit a request for confirmation of completed import-export tax obligations to the customs authority. This dossier is filed with the tax authority directly managing the branch within 10 working days from the date of the branch termination decision.

Dossier to Register Branch Termination, Filed with the Business Registration Office

Under Clause 3, Article 66 of Decree No. 168/2025/ND-CP, the branch termination registration dossier includes the following documents.

• A Notification of Termination of Branch, Representative Office, or Business Location Operations, using Form No. 28 of Appendix I issued together with Circular 68/2025/TT-BTC.
• A copy or original of the Resolution or Decision on branch termination, issued by the Owner for a one-member LLC, or by the Members’ Council together with meeting minutes for a multi-member LLC.
• The original Branch Operation Registration Certificate, if available.
• A power of attorney under Article 12 of Decree 168/2025/ND-CP together with the authorized person’s legal documents, where the filer is not the enterprise’s legal representative.

Procedures and Timeline

The LLC branch termination procedure follows a mandatory three-step sequence: settling tax obligations first, filing the business registration dossier second, and finally the state authority updating and publishing the information. The enterprise may not reverse this order.

Step 1: Complete tax obligations and terminate the branch’s tax code. Within 10 working days from the branch termination decision, the enterprise files a request to terminate the tax code with the tax authority directly managing the branch. The tax authority examines and reconciles any outstanding tax obligations, then issues a notice confirming tax code termination. This notice is a mandatory basis for proceeding to the next step.

Step 2: File the termination registration dossier with the provincial Business Registration Office. After obtaining confirmation of completed tax obligations, the enterprise files the branch termination registration dossier with the provincial Business Registration Authority where the branch is located. Under Article 20 of Decree 168/2025/ND-CP, this authority is now a specialized unit under the provincial or municipal Department of Finance, no longer under the Department of Planning and Investment as before July 1, 2025. Under Clause 2, Article 66 of Decree 168/2025/ND-CP, the filing deadline is 10 days from the termination decision. Enterprises should handle the tax procedure in parallel from the outset to avoid exceeding this common deadline.

Step 3: The Business Registration Authority updates legal status and publishes information. Within 3 working days of receiving a complete and valid dossier, the authority updates the branch’s legal status on the National Business Registration Database. It then sends the enterprise a confirmation notice of branch termination. If the dossier is invalid, the authority issues a written notice requesting amendment or supplementation.

Comparison of Dossiers by LLC Type: One-Member vs. Multi-Member

Both LLC types follow the same procedure and the same deadlines under Article 66 of Decree 168/2025/ND-CP, differing only in the internal document evidencing decision-making authority. The table below compares each criterion together with its applicable legal basis.

Penalties for Late or Non-Compliance with Branch Termination Procedures

A branch that has stopped operating in practice but has not been properly notified to the Business Registration Authority is still considered legally existing. The enterprise continues to bear reporting obligations, faces exposure to penalties, and may encounter obstacles in other procedures of the parent company, such as dissolution or business registration changes.

Penalty for Violating the Branch Termination Registration Deadline

Under Point b, Clause 1, Article 54 of Decree No. 122/2021/ND-CP on administrative penalties in the planning and investment sector, terminating branch operations without notifying the Business Registration Authority is subject to a fine of VND 20,000,000 to VND 30,000,000 for organizations. Under Clause 2, Article 4 of this Decree, the fine for individuals equals half the fine applicable to organizations, that is, VND 10,000,000 to VND 15,000,000.

Accompanying Remedial Measures

Under Clause 2, Article 54 of Decree No. 122/2021/ND-CP, in addition to the fine, the enterprise is subject to a remedial measure requiring it to notify the Business Registration Authority of the branch termination. The statute of limitations for administrative penalties in enterprise registration is 1 year from the time the violation ceased.

Common Errors That Cause Dossier Rejection or Delay

• Filing the branch termination registration dossier with the Business Registration Authority before obtaining confirmation of completed tax obligations from the directly managing tax authority.
• An internal decision document issued without proper authority, for example a multi-member LLC dossier signed by only one member without the required Members’ Council Resolution and Minutes of Meeting.
• Using an outdated version of the notification form or the tax code termination request form instead of the currently applicable version.
• Failing to return the original Branch Operation Registration Certificate when requested by the Business Registration Authority.
• The branch still owes tax, has not finalized e-invoices, or has not settled social insurance obligations for its employees, causing the tax authority to refuse confirmation of completed obligations.
• Exceeding the 10-day deadline from the date of the decision without filing dossiers at both authorities, creating exposure to penalties even though the dossier may still be accepted afterward.

Services for document preparation, liaison with tax authorities, and representation regarding branch termination filings

Long Phan Consulting provides end-to-end services for LLC branch termination procedures, including:

• Reviewing internal decision-making authority and drafting the Decision/Resolution on branch termination in accordance with the enterprise’s LLC type.
• Preparing the tax code termination dossier under the current form and working directly with the tax authority managing the branch to resolve outstanding tax matters.
• Preparing and filing the branch termination registration dossier with the provincial Business Registration Authority.
• Tracking dossier progress at both authorities and proactively updating the enterprise on status.
• Handling requests for dossier amendment or supplementation to shorten overall processing time.

Enterprises seeking a preliminary assessment may send their documents via email at info@longphanpmt.com or Zalo/WhatsApp at +84 906 735 386.

Frequently Asked Questions liaison with tax authorities, and representation regarding branch termination filings

Can a branch terminate operations before its tax finalization is complete? No. Under Clause 1, Article 66 of Decree 168/2025/ND-CP, the enterprise must complete its tax obligations and obtain the tax authority’s confirmation before the Business Registration Authority will accept the dossier.

Conclusion

Terminating LLC branch operations requires following the mandatory sequence: settling tax obligations first, then filing the business registration dossier. Both steps must fall within the strict 10-day deadline from the decision date to avoid fines of up to VND 30 million. Long Phan Consulting accompanies enterprises through this entire process, from preparing internal documents to working with the tax authority and the Business Registration Authority. Contact hotline 1900636389 for timely support.