To close a representative office in Vietnam, the foreign trader files one set of documents with the authority that issued the licence: the provincial Department of Industry and Trade, or the management board if the office sits in an industrial park, export processing zone, economic zone or high-tech park (Article 5 of Decree 07/2016/ND-CP). The file is a termination notice on Form TB-1, a list of creditors, a list of employees and the original licence (Article 36(1)). The authority checks the file within 3 working days and, within 5 working days of a complete file, announces the closure on its website (Article 37). The decree does not provide for a separate closure decision.
That filing is only one strand. The office also has to cancel its tax code, file a final payroll tax return, end its employment contracts, return work permits and deal with its seal and bank account, and several of those deadlines start running the day the parent company signs its closure decision. This guide covers representative office closure in Vietnam for a foreign trader's office under the Law on Commerce. A representative office of a company incorporated in Vietnam, including a foreign-owned one, falls outside Decree 07/2016 (Article 2(2)) and closes under the Law on Enterprises instead.
When do you have to close a representative office in Vietnam?#
Article 35 of Decree 07/2016 lists six grounds on which a foreign trader must terminate a representative office, and the ground decides what goes into the file:
| Ground (Article 35) | What changes in the file (Article 36(1)) |
|---|---|
| 1. The foreign trader requests closure | Full file with Form TB-1 |
| 2. The trader ceases to exist under the law of its home country | Full file with Form TB-1 |
| 3. The licence expires and the trader does not apply to renew | Full file with Form TB-1 |
| 4. The licence expires and renewal is refused | Add a copy of the refusal |
| 5. The licence is revoked under Article 44 | No Form TB-1; add a copy of the revocation decision |
| 6. The trader no longer meets the conditions in Article 7 | Full file with Form TB-1 |
Two traps. First, letting the licence lapse does not remove the filing: Article 36(1) gives no exemption for expiry. Second, walking away is not a way to close. An office that is inactive for a year with no dealings with the licensing authority, or misses two annual reports in a row, has its licence revoked (Article 44(1) and (2)). The trader is then barred from applying for a new representative office or branch licence for 2 years (Article 14(2)), and it remains liable for the office's tax and employee debts (Articles 4 and 38(2)).
Moving the office to another province, or to the area of a different management board, also requires closure at the old location, but the file is only Form TB-1 and the original licence (Article 36(3)). The new licence must be sought within 30 days of the closure notice, or the trader starts again as a new applicant (Article 20(1)).
Close a representative office in Vietnam: the sequence#
Many local guides say that to close a representative office in Vietnam the tax code must be closed before anything is filed with the Department of Industry and Trade. Decree 07/2016 imposes no such condition. What really drives the order is a set of tax and labour deadlines, most of which count from the date the trader signs the closure decision. Prepare first, then sign.
| Step | Action | Deadline | Basis |
|---|---|---|---|
| 0 | Review the lease, employment contracts, work permits, residence cards, missing tax returns, bank account, seal | Before signing | — |
| 1 | The foreign trader signs the decision or notice closing the office | Starts the clocks | — |
| 2 | End employment contracts and pay entitlements | 14 working days from the end of the contract, extendable to 30 days | Labour Code Articles 45 and 48(1) |
| 3 | File the tax code termination request (Form 24/DKT) | 10 working days from the closure document | Decree 252/2026, Article 6(3)(h) |
| 4 | File the final return for personal income tax withheld | By the 45th day from the closure decision | Decree 252/2026, Article 10(5)(b) |
| 5 | Return foreign employees' work permits | 15 days after the permit lapses | Decree 219/2025, Article 31(1) |
| 6 | File with the Department of Industry and Trade; post a public notice at the premises | No deadline in Decree 07 | Decree 07/2016, Articles 36, 37 and 38(1) |
| 7 | Receive the tax code termination notice (18/TB-DKT); surrender the seal; close the account; hand back the premises | After tax obligations are settled | Circular 90/2026, Article 15; Decree 99/2016, Article 18 |
This order is our arrangement to keep the deadlines from colliding, not a legal sequence; steps 2 to 5 normally run in parallel.
Must the tax code be closed before the licensing filing?#
On the wording of Decree 07/2016, no. The Article 36(1) file contains no tax clearance. Form TB-1 asks the trader to state whether tax, social insurance and other debts have or have not been paid, and the creditor list must include unpaid tax and social insurance debts (Article 36(1)(c)). Our reading is that the decree does not treat honestly disclosed debts as a ground to reject the file, but filing does not remove the Law on Commerce duty to pay before closing (reason 2 below). So when you close a representative office in Vietnam, start with the tax office, or run both in parallel:
- The tax deadline. The tax code termination file needs only a copy of the trader's closure decision or notice (Article 13(7)(a) of Circular 90/2026/TT-BTC), not anything from the licensing authority, and it is due within 10 working days. Our reading is that the 10 days run from the date the trader signs that document.
- The Law on Commerce. Before ceasing activity in Vietnam, a foreign trader must pay its debts and other obligations to the State and to other parties (Article 23(2) of the Law on Commerce).
- A cleaner Form TB-1. Once the tax office has settled the position, the tax line can say "paid" instead of showing an open debt; the trader and the head of office are jointly liable for the accuracy of the file (Article 36(2)).
Draft 6 (18 September 2026) of a decree amending Decree 07/2016, on which the Ministry of Industry and Trade took comments until 1 October 2026, would move licensing to the provincial People's Committee, require the file and the public notice at least 30 days before the closure date, and let the authority check that the office has asked the tax and social insurance authorities to confirm its obligations are settled; as of 18 October 2026 we have not seen it issued.
The file to close a representative office in Vietnam, and Form TB-1#
The file is one set (Article 36(1) of Decree 07/2016):
- Termination notice on Form TB-1, signed by the trader's authorised representative (not needed if the licence was revoked).
- A copy of the renewal refusal or the revocation decision, where relevant.
- A list of creditors and unpaid debts, including tax and social insurance.
- A list of employees and their current entitlements.
- The original licence.
It can be filed in person, by post or online where available (Article 37(1)). The authority may ask for more documents once only, within 3 working days of receipt (Article 37(2)), and must update the national database of representative offices on the Ministry's portal within 15 days (Article 4(2) and (3) of Circular 11/2016/TT-BCT). Apart from the website announcement, the decree provides for no document confirming closure. Our suggestion is to keep a screenshot of the announcement and ask the authority whether it issues a written confirmation, because head office or its auditors may want evidence. Article 26 mentions fees only for issuing, reissuing, amending and renewing licences, not for closure.
Form TB-1 is in the Appendix to Circular 11/2016/TT-BCT and serves both representative offices and branches (Article 1(11) calls it "Form TB"; the Appendix labels it TB-1). It asks for the trader's and the office's names, the licence number, date and term, the office address, a four-line statement on tax, social insurance, other debts and other obligations, the requested closure date and the reason. The closure date should match the parent's decision and the employees' termination dates, and the debt lines must match the creditor and employee lists. Neither the decree nor the circular says whether a board resolution, or a legalised or apostilled power of attorney, must be attached when the head of office signs for the trader, so ask the authority before preparing documents abroad.
Tax steps to close a representative office in Vietnam#
A foreign organisation's representative office registers for tax directly with the tax office, not through the one-stop business registration channel (Article 10(3) of the Law on Tax Administration 108/2025/QH15; Article 4(2)(b) of Circular 90/2026/TT-BTC). The tax side therefore does not follow the licensing filing automatically: you cannot close a representative office in Vietnam cleanly without a separate tax file.
- Trigger. A direct registrant must terminate its tax code when it ceases operations or its licence is revoked (Article 13(2)(a) and (b) of Circular 90/2026). Any separate tax code used to withhold and pay tax on behalf of others must be terminated as well (Article 13(3)(c)).
- File. Form 24/DKT with a copy of the closure decision or notice (Article 13(7)(a)). After revocation, the tax office acts on the decision the licensing authority sends it (Article 13(8)(b)). Guides that still cite "Form 24/DK-TCT" under Circular 105/2020/TT-BTC or Circular 86/2024/TT-BTC describe the old rules: Circular 90/2026 took effect on 1 July 2026 and replaced Circular 86/2024 (Article 36(1)).
- What must be settled first. Invoice obligations, if any; all returns filed and tax paid; overpaid tax dealt with (Article 14 of Circular 90/2026; Article 7(1)(d) of Decree 252/2026/ND-CP).
- Processing. Within 2 working days of a complete file, the tax office issues Form 17/TB-DKT, which states whether the file will be audited at the premises. Once obligations are settled, it issues the termination notice on Form 18/TB-DKT within 3 working days (Article 15(1)(a)). Because an on-site audit is possible, our advice is not to give up the premises or destroy records until you know.
Payroll tax. The office withholds personal income tax on salaries. On closure, the final return is due by the 45th day from the closure decision (Article 10(5)(b) of Decree 252/2026). For a foreign tax resident whose employment ends, the finalisation deadline is before leaving Vietnam and no later than 45 days after the contract ends (Article 10(5)(d)), and a foreigner with overdue tax can be stopped from leaving (Article 28(1)(d)). See our guide to personal income tax for foreigners.
Staff, work permits and residence cards#
Before you close a representative office in Vietnam, list every employee and every foreigner it sponsors. A representative office may hire Vietnamese and foreign staff (Article 17(3) of the Law on Commerce) and is an employer for compulsory social insurance (Article 2(3) of the Law on Social Insurance 41/2024/QH15). Under the Labour Code, contracts can end in two ways:
- By agreement (Article 34(3)), the clearest route on dates and payments.
- Because a non-individual employer ceases operations (Article 34(7)). Our reading is that a closure under Article 35 of Decree 07/2016 qualifies. No termination notice under Article 45(1) is then required, and the contract ends when the notice of cessation is issued (Article 45(2)). The Code does not say whether that means the parent's decision, Form TB-1 or the authority's announcement, so a written agreement on each employee's last day is safer.
Either route carries severance pay for staff with at least 12 months of regular service: half a month's salary per year, excluding periods covered by unemployment insurance (Article 46(1) and (2)). Payment is due within 14 working days, extendable to 30 days when the employer ceases operations (Article 48(1)(a)). The office must also complete the confirmation of social insurance and unemployment insurance periods and return any documents it holds (Article 48(3); Article 13(3) of the Law on Social Insurance). Breaches are fined VND 1 to 20 million depending on the number of employees affected (Article 18(2) of Decree 283/2026/ND-CP), doubled for a representative office (Article 7(1) and (2)(b)). The ban on dismissing or unilaterally terminating an employee because of marriage, pregnancy, maternity leave or a child under 12 months has an exception for an employer that ceases operations (Article 137(3)). For the employee-side steps, see how to terminate an employment contract in Vietnam.
Work permits and residence cards. A work permit lapses when the employment contract ends and when a foreign organisation in Vietnam employing the foreigner ceases operations (Article 156(2) and (7) of the Labour Code). Within 15 days, the office must collect the permit and return it to the issuing authority with a short report (Articles 30(1) and 31(1) of Decree 219/2025/ND-CP). Failing to do so, or doing it late, costs VND 5 to 10 million per employee, up to VND 75 million, doubled for a representative office (Article 13(2)(b) of Decree 283/2026). A certificate of work permit exemption must likewise be collected and returned within 15 days when the employer ceases operations (Articles 32(3) and 33(1) of Decree 219/2025). If the office sponsored a residence card, it must tell the immigration authority in writing that sponsorship is no longer needed (Article 45(2)(e) of Law 47/2014/QH13 on foreigners' entry, exit and residence).
Seal, bank account and premises#
The last practical items when you close a representative office in Vietnam are the seal, the bank account and the lease.
- Seal. A representative office has a seal in its own name (Article 17(5) of the Law on Commerce). Decree 99/2016/ND-CP on seals covers foreign organisations operating in Vietnam (Article 1(1)) and requires a seal to be surrendered to the registering authority on a decision to cease operations or revoke a licence (Article 18(1)(b) and (c)). The decree was amended in 2023 and 2026 and we have not checked those amendments against Article 18, so if the seal was registered with the police, ask that office what to file. Use the seal for the last documents (tax and staff paperwork) before handing it in.
- Bank account. The account may be used only for the office's activities (Article 17(4) of the Law on Commerce), and it is the account that pays tax, salaries, severance and rent. In our view it should be closed last, after Form 18/TB-DKT.
- Premises. The trader stays liable for the office's contracts and debts after closure (Article 38(2) of Decree 07/2016), so check the lease notice period and deposit. The closure must be posted publicly at the premises (Article 38(1)), so hand the premises back only after the notice is up.
Fines for getting a representative office closure in Vietnam wrong#
The fines for a representative office closure in Vietnam are in Article 67 of Decree 98/2020/ND-CP (consolidated text 03/VBHN-BCT). Article 4(4)(b) excludes Article 67 from the rule that organisations pay double, so these amounts apply as written:
| Breach | Fine | Basis |
|---|---|---|
| No public notice of closure at the premises | VND 5–10 million | Article 67(1)(b) |
| Continuing to operate after the foreign trader has ceased to exist | VND 30–50 million | Article 67(4)(a) |
| Continuing to operate after revocation, or after the licence expired without renewal | VND 30–50 million | Article 67(4)(b) |
Decree 07/2016 sets no deadline for the licensing filing and Decree 98/2020 has no separate fine for filing late. The real exposure is an office that keeps operating after its end date, a revocation with its 2-year bar, or the tax and labour deadlines above. For an office with foreign staff, the work permit fine alone can exceed the Article 67 amounts.
How this differs for a branch or a Vietnamese company's office#
- A foreign trader's branch follows the same grounds, file and Form TB-1 (Articles 35 to 38 of Decree 07/2016), but since 1 July 2025 it files with the provincial People's Committee (Article 35(1) of Decree 146/2025/ND-CP; Article 4(1) of Circular 11/2016/TT-BCT) rather than the Ministry named in Article 6 of Decree 07/2016. See our guide to a branch office in Vietnam.
- A representative office of a Vietnamese company, including a foreign-owned one, closes at the business registration office under the Law on Enterprises, and must deal with the tax office before filing there (Article 13(5) of Circular 90/2026).
If the only reason to terminate a representative office is an expiring licence, compare the cost of renewal first: the renewal file must be lodged at least 30 days before expiry (Article 23(1) of Decree 07/2016), and our guide to setting up a representative office in Vietnam explains what it involves. LexData's representative office registration service covers renewal, amendment and closure, and our work permit service for foreign employees can handle the foreign staff side.
