Termination of a Foreign Trade Promotion Representative Office

The termination of a foreign trade promotion representative office in Vietnam involves specific legal procedures. This process can be initiated by the parent organization or mandated by state authorities. Understanding the grounds for termination versus license revocation is critical for compliance.

The operation of a representative office for a foreign trade promotion organization in Vietnam can conclude through two primary legal actions: termination of operation and license revocation. Termination may result from the organization’s own decision or the expiration of its license. In contrast, license revocation is a punitive measure by state agencies in response to legal violations.

Grounds for Termination and License Revocation

Termination of Operation

An organization establishes a representative office as a strategic step into the Vietnamese market. However, various reasons can lead to the need for its closure. Vietnamese law specifies the circumstances for the termination of a foreign trade promotion representative office.

Based on Section 5.10, Part 5 of Decision 469/QD-BCT issued by the Ministry of Industry and Trade on March 5, 2024, the grounds for terminating a representative office’s operations include:

• At the request of the foreign trade promotion organization, subject to approval by the licensing authority.
• The foreign trade promotion organization ceases to exist under the laws of its home country.
• The license term expires, and the organization does not apply for an extension.
• The license term expires, and the licensing authority denies an extension.
• The representative office license is revoked under the provisions of Clause 2, Article 33 of Decree 28/2018/ND-CP, as amended by Point a, Clause 5, Article 1 of Decree 14/2024/ND-CP.

The termination of a foreign trade promotion representative office can stem from either the organization’s intent or legal requirements.

License Revocation

A representative office license can be revoked for non-compliance with legal regulations.

According to Clause 2, Article 33 of Decree 28/2018/ND-CP, as amended by Point a, Clause 5, Article 1 of Decree 14/2024/ND-CP dated February 7, 2024, grounds for license revocation include:

• Failure to commence operations within six months from the license issuance date.
• Cessation of activities for six consecutive months without notifying the licensing authority.
• Operating outside the authorized functions of a representative office as defined by Vietnamese law and relevant international treaties to which Vietnam is a signatory.
• Evidence shows the representative office organizes, participates in, or finances activities detrimental to Vietnam’s national security, defense, social order, and safety, or contrary to its historical traditions, culture, and morals.
• The licensing authority receives official notice from competent agencies of criminal liability-level violations of Vietnamese labor laws by the foreign organization or its representative office.
• The licensing authority is officially informed that the foreign trade promotion organization is subject to sanctions under United Nations Security Council resolutions.

These regulations demonstrate strict oversight, covering operational timelines, functional adherence, and critical issues of national security and legal compliance.

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

Procedure for Termination and License Revocation

To ensure a compliant process, organizations must understand the dossier requirements and procedural steps as outlined in Decision 469/QD-BCT. This guide provides a comprehensive overview for accurate and efficient execution.

Dossier Requirements

Upon meeting the conditions for termination, the foreign trade promotion organization must prepare a complete and valid dossier.

As per Section 5.3, Part 5 of Decision 469/QD-BCT, the application dossier for the termination of a foreign trade promotion representative office includes:

• An application for termination of operation, using Form No. 07 issued with Decree 14/2024/ND-CP.
• Documents proving public notice of the termination at the representative office’s headquarters and publication in three consecutive issues of a permitted print or online newspaper in Vietnam.

The dossier, while not complex, requires precision in form and the legal validity of supporting documents, especially the proof of public announcement.

>>> See more at: REQUEST FOR TERMINATION OF THE OPERATIONS OF THE FOREIGN TRADE PROMOTION ORGANIZATION’S REPRESENTATIVE OFFICE IN VIETNAM 2025

Process Flow

Based on Section 5.1, Part 5 of Decision 469/QD-BCT and Article 33 of Decree 28/2018/ND-CP, the process varies for voluntary termination and mandatory license revocation.

Case 1: Voluntary Termination by the Organization (Point a, Clause 1, Article 33 of Decree 28/2018/ND-CP)

1. The foreign trade promotion organization submits the termination dossier to the Department of Industry and Trade where the office is located, at least 90 days before the proposed termination date.
2. If, after 30 days from dossier receipt, no notices, complaints, or lawsuits from relevant parties are received, the Department of Industry and Trade will consider approving the termination and revoking the license.

Case 2: Mandatory License Revocation (Point dd, Clause 1, Article 33 of Decree 28/2018/ND-CP)

1. Within seven working days of issuing a decision not to renew or to revoke a license, the licensing authority will announce the information on its official website. It will also notify the Ministry of Industry and Trade (MOIT), the provincial People’s Committee, tax, statistics, and police authorities where the office is located. In specific cases under Clause 8, Article 26 of Decree 28/2018/ND-CP, the Ministry of Public Security and the Ministry of National Defence are also notified.

Finally, in all cases, within seven working days of approving the termination and revoking the license, the licensing authority must inform all relevant state bodies. This includes the MOIT, provincial People’s Committee, and local tax, statistics, and police departments.

Adhering to the prescribed sequence and timelines ensures legal validity and helps the foreign organization avoid future complications, fulfilling its obligations in Vietnam transparently.

Processing Timeframe

A key aspect of the process is the timeline for resolution.

According to Section 5.4, Part 5 of Decision 469/QD-BCT, the review period is 30 days from the receipt of a valid termination dossier, during which time relevant parties may submit claims. Following this period, the Department of Industry and Trade has seven working days to issue a final decision to approve the termination and withdraw the license.

This establishes two critical legal deadlines: a 30-day period for stakeholder input and a 7-working-day period for the authority’s decision.

Consulting Services by Long Phan Consulting Company

Long Phan Consulting Company provides expert advisory services for the termination of a foreign trade promotion representative office and license revocation. Our service is designed to guide foreign trade promotion organizations through the correct procedures, saving time and costs.

Our consulting services include:

• Advising on the grounds for termination and license revocation.
• Assisting in the completion of the dossier for submission to competent authorities.
• Guiding on the procedural steps at the relevant state agencies.
• Drafting the application for termination, explanatory letters, notifications, and complaints (if any).
• Acting as the authorized representative to carry out procedures with state agencies.
• Advising on legal obligations post-termination.
• Providing support for resolving issues that may arise during the termination process.

Long Phan Consulting Company is committed to delivering high-quality service at a reasonable cost with a fast turnaround. We also offer post-termination consulting to help organizations address any remaining legal matters and ensure full compliance with their statutory duties.

>>> See more at: Consulting on establishing branches and representative offices

Frequently Asked Questions

What financial obligations must the representative office settle before filing for termination?

Before submission, the representative office must ensure the full payment of all debts and other financial liabilities to the Vietnamese State, as well as to any relevant organizations and individuals. This includes finalizing tax obligations with the local tax authority and settling accounts with suppliers and partners.

How must the organization handle labor obligations with its employees upon termination?

The organization must fulfill all obligations under signed labor contracts and strictly adhere to the provisions of Vietnam’s 2019 Labor Code. This includes full payment of salaries, severance or retrenchment allowances (if applicable), and finalizing social insurance records for all personnel.

How are the representative office’s assets handled after termination?

The foreign organization has the right to decide the disposition of the representative office’s assets after all financial obligations have been met. Common options include liquidation, sale, or transfer of assets out of Vietnam, in accordance with customs and asset management laws.

What are the legal consequences if the representative office fails to follow the correct termination procedure?

Failure to comply with the proper procedure for the termination of a foreign trade promotion representative office can lead to administrative sanctions, including fines. More significantly, the foreign organization and the Chief of the representative office may be held legally responsible for outstanding debts and unfulfilled obligations.

Can failing to notify the licensing authority of a temporary suspension of activities lead to license revocation?

Yes. If a representative office suspends its operations for six consecutive months without providing written notification to the licensing authority, it is considered a serious violation and constitutes legal grounds for license revocation.

Conclusion

The termination of activities and the revocation of the representative office license of a foreign trade promotion organization in Vietnam is a highly legal process that requires strict compliance with regulations. If you have any questions regarding this procedure, please contact the hotline at 1900636389 for in-depth consultation from our team of experts and detailed pricing.