Procedures for revocation of branch/representative office operation registration certificate

Revocation of the branch/representative office operation registration certificate is an important process for businesses operating in Vietnam. When encountering problems such as violating legal regulations, branches or representative offices no longer operating, etc. In the following article, Long Phan will analyze in detail the cases of branches and representative offices whose certificates have been revoked and the ability to restore the certificate after being revoked, helping customers protect their rights and interests.

What is a branch/representative office of a business?

Branches and representative offices are two forms of dependent units of enterprises, specifically regulated in the Law on Enterprise 2020.

A branch, according to Clause 1, Article 44 of the Law on Enterprises 2020, is a unit that performs all or part of the functions of an enterprise. The branch’s duties include authorized representation. A notable point is that the business line of the branch must be consistent with the business line of the host enterprise.

Representative offices, defined in Clause 2, Article 44 of the Law on Enterprise 2020, have the role of representing and protecting the interests of businesses. Unlike branches, representative offices are not allowed to conduct direct business activities. Both of these units need a Certificate of Operation Registration issued by the business registration agency. This certificate confirms the legal status and scope of operations of the unit.

Establishing a branch/representative office requires businesses to comply with prescribed registration procedures. The registration dossier should include documents such as the establishment decision, branch charter (if any), and information about the head of the branch or representative office. After being granted a certificate, the unit will be issued a separate tax code to serve financial activities and tax declaration.

Cases where branches/representative offices have their operating registration certificates revoked

The revocation of the Certificate of registration of branch/representative office operations is specifically stipulated in Clause 1, Article 77 of Decree 01/2021/ND-CP. Accordingly, there are three main cases that lead to certificate revocation.

• When discovering that the declared content in the branch or representative office registration application is fake.
• Branches/representative offices cease operations for a period of 01 year without notifying the Business Registration Department and Tax Authorities.
• According to the decision of the Court or request of a competent authority according to the provisions of law.

Procedures for revocation of branch/representative office operation registration certificate

The process of revoking the Certificate of branch/representative office operation registration is detailed in Clauses 2, 3, 4 and 5, Article 77 of Decree 01/2021/ND-CP. As follows:

Revocation procedures in specific cases:

1. When the registration dossier to establish a branch or representative office is fake:

Business Registration Office:

• Issue a notice of violation.
• Issue a decision to revoke the Certificate of branch and representative office operation registration.

2. Cessation of branch and representative office operations for 01 year without notice:

Business Registration Office:

• Notify violations and request explanations from representatives.
• If no explanation is given within 10 working days, a decision will be issued to revoke the Certificate of Operation Registration.

3. Revocation decision from the Court:

The Business Registration Office issues a decision to revoke the Certificate based on the Court’s decision.

Processing deadline:

• Within 10 working days from the date of receipt of the written request, the Business Registration Office will revoke the Certificate according to regulations.
• Within 02 working days: Send notice and recall decision to the business’s headquarters. And post information on the National Information Portal on business registration.
• Information about Certificate revocation must be entered and sent to the Tax Authority within 01 working day.
• Enterprises must carry out procedures to terminate branch and representative office operations within 15 days from the date of the revocation decision, except in cases of revocation due to enforcement of tax debt.

Cases of cancellation of decisions to revoke and restore branch and representative office operation registration certificates

According to Clause 9, Article 77, Decree 01/2021/ND-CP regulating the cancellation of the decision to revoke and restore the Certificate of registration of branch and representative office operations, as follows:

The Business Registration Office has the right to cancel the decision to revoke and restore the Certificate of registration of branch and representative office operations in the following cases:

• Branches and representative offices are not subject to Certificate revocation.
• Receive a document from the Tax Administration requesting to cancel the decision to revoke after being revoked due to enforcement of tax debt.

Responsibilities of the Business Registration Department:

• Make a decision to cancel and restore the Certificate.
• Within 01 working day:

1. Send the decision to the business’s headquarters.
2. Post the decision on the National Information Portal on business registration.
3. Notify the Tax Authority of the cancellation of the revocation decision.

Consulting services on procedures to revoke the Certificate of registration of branch/representative office operations in Long Phan

Long Phan provides in-depth consulting services on procedures to revoke branch/representative office operation registration certificates. Specific services are as follows:

• Consulting on legal regulations on cases and procedures for revocation of business registration certificates
• Review legal documents of branches and representative offices
• Advise on remedies for violations to avoid having the certificate revoked
• Support procedures for terminating branch and representative office operations (if revoked)
• Develop a dossier to request the cancellation of the decision to revoke and restore the certificate
• Business representatives work with business registration agencies and tax authorities
• Consulting on other related procedures

Consulting services for revocation of branch/representative office operation registration certificates in Long Phan provide effective and reliable solutions for businesses. With a deep understanding of legal regulations and practical experience, Long Phan will provide comprehensive solutions, helping businesses comply with legal regulations and protect their rights during the certificate revocation process. Please contact us immediately via hotline 0906735386 to receive detailed advice.