SBLAW would like to present you our legal advice on closing down Representative Office in Vietnam as follows:
I.PROCEDURES FOR CLOSING RO
Under the Vietnam’s Decree No. 72/2006/ND-CP of the Government stipulating details of the Commercial Law on Representative Office (hereinafter referred to as “R.O”) and branch of foreign traders in Vietnam, the representative office of foreign traders in Vietnam will be terminated in some following cases:
- Pursuant to proposal of foreign trader and having approval of competent authority;
- Pursuant to the termination of such foreign trader in its home country;
- The operating time of R.O has been expired and foreign trader does not make extension of operating time;
- The operating time of R.O has been expired and foreign trader has not been allowed to operate continuously from the competent authority;
- The license for establishing R.O has been revoked.
In order to close R.O in the case as mentioned in the Item a. above, Client must:
- Finalize and pay all the taxable, financial obligations to Vietnamese Government to close the tax code of R.O (if any) and get certificate for finalizing such works;
- Finalize and pay all personal income tax of the Chief of R.O and all staffs and get certificate for finalizing such works;
- Finalize and pay all social insurance payable of the Chief of R.O and all staffs (if any) and get certificate for finalizing such works,
- Liquidate all the employment contract and other contracts such as office leasing contract, the contract with some suppliers (if any);
- Close down any bank account which is opened in Vietnam of the R.O and get certificate for finalizing such works;
- Pay all outstanding debts (if any);
II.For the procedure for Closing RO
1.Termination of labor contract and termination of office lease contract: We shall assign our associate and experts to conduct research all existed documents regarding to matters incurred during operation of R.O including labor and office lease etc.
Generally, it shall take us about 02 working days to complete documents review. SBLaw shall immediately advise Client if we need more time to fulfill the task.
Upon completion of document review, SBLaw shall provide Client a Report detailing current status of Client and our recommendation for approaching each issue.
Then, SBLaw shall assist Client to terminate labor contract with employee, settling legal matters regarding to personal income tax, social insurance and office lease contract in accordance with plan as approved by Client. Generally, it shall take us about 01 months to complete this work. SBLaw shall immediately advise Client if we need more time to fulfill the task.
Note: The work specified in this section shall be performed by the Client, if the Client needs assistance, we will conduct a review and inform additional service fee in an appendix or a separately contract.
2.Submission of proposed report on closing R.O to the Department of Industry and Trade. After completion of work items as described in the Item C, we shall submit official report on closing R.O to the Department of Industry and Trade.
