Closing a branch is harder than opening one because the procedure runs in reverse: books, tax finalisation, staff and outstanding invoices must be settled before the registry strikes the name. The most common wrong order is returning the seal and closing the account first, leaving no signing or payment tool for the remaining closure duties themselves.
Parties in closing a branch and its final tax finalisation most often misjudge the line between their private agreement and mandatory law: whatever crosses that line will not be recognised by the competent authority.
1. Current legal basis
Article 66 of Decree 168/2025/ND-CP on registering termination of branches, representative offices and business locations — replacing Article 72 of Decree 01/2021/ND-CP from 1 July 2025 — tied to finalisation and closure of the dependent tax code under the Law on Tax Administration 108/2025/QH15; a branch’s separately registered seal must be handled according to its published seal specimen notice. Under clause 2 of Article 66 of Decree 168/2025/ND-CP, the termination registration file comprises the Notice of termination of the branch/representative office/business location (Form No. 28, Appendix I issued with Circular 68/2025/TT-BTC) and a copy or the original of the resolution or decision on termination issued by the competent level; the enterprise files it with the provincial-level business registration authority within 10 days from the date of the termination decision.
2. How the rules apply to the situation
Applied to the situation above, Article 66 of Decree 168/2025/ND-CP on registering termination of branches, representative offices and business locations — replacing Article 72 of Decree 01/2021/ND-CP from 1 July 2025 — tied to finalisation and closure of the dependent tax code under the Law on Tax Administration 108/2025/QH15 is the central basis, and it must be read in the right order of priority: terms the parties signed work only within what the law allows for closing a branch and its final tax finalisation; where the two layers conflict, the mandatory layer wins. That is why the same approach can be safe in one deal and collapse in another with a different document structure.
A typical file on this issue usually begins exactly like this: Closing a branch is harder than opening one because the procedure runs in reverse: books, tax finalisation, staff and outstanding invoices must be settled before the registry strikes the name. The most common wrong order is returning the seal and closing the account first, leaving no signing or payment tool for the remaining closure duties themselves. From that starting point, Article 66 of Decree 168/2025/ND-CP on registering termination of branches, representative offices and business locations — replacing Article 72 of Decree 01/2021/ND-CP from 1 July 2025 — tied to finalisation and closure of the dependent tax code under the Law on Tax Administration 108/2025/QH15 decides which side holds the evidential initiative, and also decides which questions must be answered in writing before any money moves.
3. Sequence and action checklist
Step 1: confirm decision authority in the charter and internal authorisations before signing anything — this step applies directly to closing a branch and its final tax finalisation.
Step 2: prepare the file in the form and content the sector’s guiding instruments require, specifically for closing a branch and its final tax finalisation, cross-checking figures across forms — this step applies directly to closing a branch and its final tax finalisation.
Step 3: file within the statutory period counted from the triggering event, specifically for closing a branch and its final tax finalisation, keeping the receipt or electronic confirmation as proof of the date — this step applies directly to closing a branch and its final tax finalisation.
Step 4: notify the mandatory recipients (bank, specifically for closing a branch and its final tax finalisation, partners, related authorities) in writing with a time trace — this step applies directly to closing a branch and its final tax finalisation.
Step 5: archive the complete file in the company’s storage system for the retention period applying to that document group — this step applies directly to closing a branch and its final tax finalisation.
4. Risks and post-check notes
Staff of a closing branch do not automatically lose their jobs with the branch; the parent must choose between transfer and lawful termination, and the cost of the wrong choice appears as labour disputes months after the branch name was struck off.
A final note on currency when handling closing a branch and its final tax finalisation: every citation in this article was checked as at 20/10/2026; instruments once applied but since replaced retain only historical reference value and must not ground current handling.
This article has been quality-reviewed by the FLAW AI Legal Council