Terminating a Foreign Trader's Representative Office

A foreign trader wishing to close its representative office in Vietnam can do so through a separate procedure, simpler than dissolving a company. The official procedure is termination of a foreign trader’s representative office, filed with the Licensing Authority, under Articles 35–37 of Decree No. 07/2016/NĐ-CP.

The part that needs the most care comes before filing: tax obligations, employee insurance, and any contracts the office has signed. The Commercial Law requires a foreign trader to settle its debts in Vietnam before terminating operations (Clause 2, Article 23 of the 2005 Commercial Law).

How does a foreign trader’s representative office differ from other types of “offices”?

Clients often refer generally to “closing an office,” but there are actually three different cases:

Type	Managing authority	Procedure when closing
Representative office of a foreign trader (a parent company abroad that has not established a company in Vietnam)	Licensing Authority under Decree No. 07/2016/NĐ-CP	Termination under Articles 35–37 of Decree No. 07/2016/NĐ-CP (this article)
Representative office of a Vietnamese enterprise, including a foreign-invested enterprise	Provincial business registration authority	Termination of a branch/representative office under Decree No. 168/2025/NĐ-CP (as amended by Decree No. 296/2026/NĐ-CP)
Foreign-invested enterprise (a company already established in Vietnam)	Investment registration authority, business registration authority	Terminating the investment project and dissolving the enterprise

Looking at the office’s Establishment License shows which type it is. Identifying the correct type from the start avoids filing with the wrong authority.

When does a representative office terminate operations?

Under Article 35 of Decree No. 07/2016/NĐ-CP, a representative office terminates operations when:

the foreign trader requests termination;
the foreign trader ceases operations under the law of the country where it was established;
the term stated in the License expires and the trader does not request an extension;
the term expires and the Licensing Authority does not agree to extend it;
the License is revoked under Article 44 of this Decree;
the foreign trader or the representative office no longer meets the conditions under Articles 7 and 8 of this Decree.

Case 1 may occur when the parent company changes strategy, moves to establish a company in Vietnam instead, or scales back regional operations. Case 3 occurs when the License expires and the parent company does not seek an extension.

Dossier for terminating a representative office

Article 36 of Decree No. 07/2016/NĐ-CP requires one set of documents, comprising:

a termination notice in the form set by the Ministry of Industry and Trade, signed by an authorized representative of the foreign trader (except in the case of License revocation);
a copy of the document declining an extension or the decision revoking the License (if applicable);
a list of creditors and unpaid debts, including tax debts and social insurance contribution debts;
a list of employees and their current corresponding entitlements;
the original Establishment License of the representative office.

The foreign trader and the head of the office are jointly responsible for the truthfulness and accuracy of the dossier (Clause 2, Article 36). The two lists — creditors and employees — should therefore be prepared from reconciled figures, not estimates.

Sequence and parties involved

Step	Task	Who does it	Legal basis
0	Check: tax, insurance, lease contracts, labor contracts, license	Office, parent company; Thái Tín conducts a preliminary check	Preparation step
1	Parent company issues the termination decision, signs the notice and any authorization	Foreign trader	Point a, Clause 1, Article 36
2	Terminate labor contracts, pay entitlements, confirm insurance contribution periods	Office; HR and insurance partners assist	2019 Labor Code; 2024 Law on Social Insurance
3	Complete tax obligations, carry out procedures to terminate tax code validity	Office; declaration and finalization carried out by a specialized partner; reviewed by the tax authority	Article 13, Circular 90/2026/TT-BTC
4	Liquidate the office lease, service contracts and bank account	Office	Contracts already signed
5	File the termination dossier with the Licensing Authority (in person, by post, or online if eligible)	Foreign trader or authorized person	Clause 1, Article 37
6	Authority reviews the dossier (3 working days), publishes the termination (5 working days from a valid dossier)	Licensing Authority	Clauses 2 and 3, Article 37

Under Article 5 of Decree No. 07/2016/NĐ-CP, the Licensing Authority is usually the Department of Industry and Trade where the office is located; for an office located in an industrial park, export processing zone, economic zone or hi-tech zone, it is the management board of that zone. Check the authority stated on the License and current local procedures before filing.

Common pitfalls and how to handle them

Vietnamese employees of the office. Representative offices usually have staff under labor contracts with insurance contributions. How to handle it: calculate severance allowances, unused leave pay, and payment deadlines under the Labor Code; details in Dissolving a Company with Many Employees.

Unclear tax obligations. The office usually has its own tax code, linked to withholding personal income tax for staff. How to handle it: review returns for each period, reconcile with the directly managing tax authority, then carry out the procedure to terminate the tax code’s validity. The specific dossier varies by case and should be checked against Circular No. 90/2026/TT-BTC.

Parent company abroad, head of office has already left. How to handle it: the parent company authorizes a person in Vietnam and prepares one set of documents signed once that covers all the steps; documents prepared abroad may need translation or legalization depending on the type.

The License has already expired. The office still needs to complete the procedure and settle outstanding obligations. It is best to start by checking the status of the license and the tax code.

What Thái Tín supports when terminating a representative office

Serving enterprises and foreign investors is one of Thái Tín’s strengths. Thái Tín:

checks the status of the license, tax code, labor and contracts of the office;
builds a roadmap in table form, clearly showing who does what and by when, easy to send to the parent company;
connects specialized partners for tax, labor and insurance matters;
assists in preparing the termination dossier, coordinates and reports progress until completion of the agreed scope.

The Licensing Authority, the tax authority and the social insurance authority review and decide within their own authority. Costs include the service fee, third-party fees if any, and the office’s outstanding obligations; a quotation is provided after the status check.

You can send the representative office’s Establishment License number and tax code via the contact page to have the status checked first. This article is a general explanation and does not replace advice for a specific dossier.

Questions and answers

Does a foreign trader's representative office have to dissolve like a company?

No. A representative office is a dependent unit of a foreign trader, not an enterprise. Closing the office is a termination procedure at the Licensing Authority under Articles 35–37 of Decree No. 07/2016/NĐ-CP; the dissolution procedure under the Law on Enterprises does not apply.

Before terminating, what must the foreign trader do about its debts?

The foreign trader is obliged to pay debts and other obligations to the State and to related organizations and individuals in Vietnam before terminating operations (Clause 2, Article 23 of the 2005 Commercial Law). The termination dossier must also include a list of creditors and unpaid debts, including tax and social insurance debts (Point c, Clause 1, Article 36 of Decree No. 07/2016/NĐ-CP).

How long does the Licensing Authority take to process the termination dossier?

The Licensing Authority reviews and requests supplementation (if any) within 3 working days from receiving the dossier, at most once; within 5 working days from receiving a complete and valid dossier, the authority publishes the termination on its website (Article 37 of Decree No. 07/2016/NĐ-CP). Processing tax and insurance matters is a separate part, depending on the dossier.

Does relocating a representative office to another province require termination?

Yes, there is a termination procedure at the original location, but with a simplified dossier: only the termination notice and the original Establishment License (Clause 3, Article 36 of Decree No. 07/2016/NĐ-CP). Establishing the office at the new location follows a separate licensing procedure.

Is Decree No. 07/2016/NĐ-CP about to be amended?

The Ministry of Industry and Trade has published a draft amendment to Decree No. 07/2016/NĐ-CP (Draft 3, dated 23 July 2026), which includes content related to the termination dossier. The draft is not yet in effect; this article applies the currently effective regulations and will be reviewed again once a new decree is issued.

Legal basis · verification date

Verified 29 September 2026 · next review 29 December 2026. The content is general guidance and does not replace advice for a specific case.

Commercial Law No. 36/2005/QH11: Clause 2, Article 23 (obligation to pay debts before terminating operations in Vietnam).
Decree No. 07/2016/NĐ-CP detailing the Commercial Law on Representative Offices and Branches of foreign traders in Vietnam: Article 5, Article 35, Article 36, Article 37. Draft amendment 3 (Ministry of Industry and Trade, 23 July 2026) not yet in effect.
Decree No. 146/2025/NĐ-CP on decentralization and delegation of authority in industry and trade (effective 1 July 2025).
Circular No. 90/2026/TT-BTC on tax registration (effective 1 July 2026): Article 13 (termination of tax code validity).
Labor Code No. 45/2019/QH14 (as amended and supplemented; the cited articles have not been amended): Articles 46 and 48; Law on Social Insurance No. 41/2024/QH15 (effective 1 July 2025): Clause 3, Article 13.