Terminate A Travel Business RO in Vietnam: Legal Guide

The decision to terminate a travel business RO (Representative Office) in Vietnam requires strict adherence to legal protocols to maintain corporate reputation. This process allows foreign entities to close operations in an orderly, transparent manner. Long Phan Consulting Company provides this technical guide to ensure compliance with current regulations.

Cases of termination of a representative office in Vietnam of a foreign tour operator

According to Article 35, Decree 07/2016/ND-CP, specific circumstances necessitate the closure of a foreign travel service business representative office. These legal triggers include:

• Voluntary termination request by the foreign travel service business.

• Dissolution or termination of the foreign travel service business under the laws of its country of incorporation.

• Expiration of the Representative Office License without a request for extension.

• Expiration of the Representative Office License with a denied extension request by the licensing authority.

• Revocation of the Representative Office License.

• Failure of the foreign travel service business or the Representative Office to meet established licensing conditions.

Competent authority for terminating the operation of a representative office in Vietnam of a foreign tour operator

Per Article 23, Decree 07/2016/ND-CP, the authority responsible for the dissolution dossier is the agency that issued the original license. Under Article 44, Tourism Law 2017, this responsibility falls to the provincial specialized tourism agency. Specifically, the Department of Tourism or the Department of Culture, Sports and Tourism where the office is located holds jurisdiction.

Required Documentation Dossier

Article 36, Decree 07/2016/ND-CP mandates a specific set of documents to validly terminate a travel business RO. The dossier must include:

• Notification of Termination: Use Form TB (Circular 11/2016/TT-BCT), signed by the authorized representative. This is not required for license revocation cases.

• Refusal or Revocation Documents: Copies of the written refusal to extend the license or the Decision of Revocation issued by the Department of Tourism/Department of Culture, Sports and Tourism.

• List of Creditors and Debts: Must detail all outstanding debts, including tax liabilities and social insurance contributions.

• List of Employees and Rights: Current status of employee rights and benefits.

• Original License: The physical Representative Office Establishment License.

• Identity Documents: Copies of the applicant’s Citizen Identity Card and Power of Attorney (if applicable).

Note on Relocation: If the office terminates operations in one province to relocate to another centrally-run city or province, the dossier is simplified. It requires only the Notification of Termination and the original License.

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Procedural Sequence

Article 37, Decree 07/2016/ND-CP outlines the administrative workflow:

• Submission: The foreign travel service business submits the dossier online via the National Public Service Portal (Procedure Code: 1.001837) or physically at the Department of Tourism/Department of Culture, Sports and Tourism.

• Examination: Within 03 working days of receipt, the authority reviews the file. Requests for supplements occur only once if the dossier is invalid.

• Publication: Within 05 working days of receiving a valid dossier, the Department of Tourism/Department of Culture, Sports and Tourism publishes the termination status on its web portal.

Obligations related to the termination of a representative office

Article 38, Decree 07/2016/ND-CP imposes continuing obligations beyond the administrative filing:

• Public Posting: The entity must publicly display the termination notice at the office headquarters.

• Settlement of Obligations: The foreign travel service business remains liable for all contracts, outstanding debts (including taxes), and legitimate employee benefits.

>>> See more at: Termination of operations of foreign representative offices in Vietnam

Long Phan Consulting Services

Long Phan Consulting Company delivers comprehensive support for foreign entities navigating this procedure. Our technical scope includes:

• Legal assessment of the termination dossier.

• Drafting and compilation of all statutory documents.

• Authorized representation for submission to state agencies.

• Direct liaison with authorities to handle explanations and dossier tracking.

• Resolution of supplementary requests.

Operational Considerations and Technical FAQs

Parent Company Liability

The Representative Office lacks independent legal status. Consequently, the foreign merchant bears unlimited liability for financial obligations. This includes tax arrears and employee salaries remaining after asset liquidation (Article 38, Decree 07/2016/ND-CP).

Lost License Procedures

Termination is possible without the original license. The merchant must submit a written explanation detailing the loss and a commitment to bear legal responsibility.

Relocation Requirements

Moving headquarters to a different province necessitates terminating the operation of the representative office at the old location. The procedure follows the simplified dossier route (Article 36, Decree 07/2016/ND-CP).

Expired Licenses

An expired license does not negate the need for formal termination. If the merchant does not renew, they must execute the termination procedure (Article 35, Decree 07/2016/ND-CP).

Media Announcement Requirements

Current regulations do not mandate newspaper publication. However, posting at the headquarters and the Department website publication are compulsory.

Conclusion

The termination of a representative office is a necessary procedure to formally and lawfully close its operations, thereby safeguarding the reputation of foreign tour operators in the Vietnamese market. To ensure full legal protection during the process of terminating the representative office, clients are encouraged to contact Long Phan Consulting via hotline 1900636389 for timely and professional legal assistance.