When a branch is no longer operating effectively, you may decide to terminate its operations but remain uncertain about the applicable legal requirements. Let NPLaw accompany you in understanding the regulations on drafting the minutes of termination of a branch’s operations through the following article.

I. Current situation relating to the minutes of termination of a branch’s operations

In the context of today’s volatile economic environment, the termination of a branch’s operations has become common when enterprises seek to change their business strategies, restructure their organization framework, or simply due to the branch’s ineffective performance.

To implement such procedures, drafting the minutes of termination of a branch’s operations is indispensable. However, since the current laws do not provide a prescribed template for this document, many entities encounter difficulties and even commit errors such as:

  • Omission of required contents: Failure to include essential items in the minutes on termination of branch operations may result in delays in completing the procedure.
  • Skipping important steps: Failure to comply with the procedural steps may affect the validity and legal effectiveness of the document.

In conclusion the minutes of termination of a branch’s operations is an essential document for the procedure of branch closure. Yet, the complexity of the current legal regulations poses challenges for enterprises in preparing such documentation.

II. Legal provisions relating to the minutes of termination of a branch’s operations

For the minutes of termination of a branch’s operations to be legally valid, enterprises must have a clear understanding of the relevant legal provisions. However, comprehending and properly applying the law is not an easy task for most entities.

NPLaw provides a detailed analysis of the minutes of termination of a branch’s operations to help readers better grasp the matter.

1. What are the minutes of termination of a branch’s operations?

Before delving into the content and timing of the minutes, it is necessary to clarify its definition.

According to the Vietnamese Dictionary, “minutes” are understood as a written record of an event or the outcome of an investigation of a particular matter.

Meanwhile, although no legal normative document defines the term “termination of branch operations,” in practice, it is understood as the cessation of a branch’s business activities of an enterprise.

Accordingly, based on the above analysis, NPLaw defines the minutes on termination of branch operations as a document recording the termination of a branch’s operations of an enterprise.

2. What contents should the minutes include under the law?

In practice, the minutes of termination of a branch’s operations usually take the form of meeting minutes of the company, serving as the basis for the issuance of a decision to terminate the branch. Thus, it is a crucial document in finalizing the termination procedure.

Although there is no statutory form, based on the provisions on meeting minutes of the Members’ Council (Clause 2, Article 60 of the Law on Enterprise 2020) and the Board of Directors (Clause 1, Article 158 of the Law on Enterprise 2020), NPLaw proposes that the following key items be included:

  • The national emblem and motto.
  • Company’s name, head office address, and enterprise registration number.
  • The Title of the minutes (e.g., “Minutes of the Meeting of the Members’ Council of ABC Company on the Termination of Branch X”).
  • The Time and venue of the meeting; the purpose and agenda of the meeting.
  • Full names of attending members (indicating capital contribution ratios or shareholding), or authorized representatives and method of attendance; full names of absent members and reasons for absence.
  • Name of the branch to be terminated, business registration certificate number, date and place of issuance; registered address; reason for termination.
  • Matters discussed and voted on; summary of members’ opinions.
  • The total number of valid and invalid votes; votes in favor, against, or abstentions for each matter.
  • Resolutions adopted and the corresponding voting ratios.
  • Full names and opinions of members disagreeing with the minutes (if any).
  • Full names and signatures of the minutes’ recorder and the chairperson of the meeting.

By establishing a clear structure, enterprises can avoid omissions that may affect the validity of the minutes.

3. When should the minutes of termination of a branch’s operations be prepared?

Understanding the timing of preparation is equally important.

Pursuant to Clause 1, Article 213 of the Law on Enterprise 2020 (as amended in 2025), a branch of an enterprise may only be terminated in the following circumstances:

  • As decided by the enterprise itself.
  • Under a decision by the competent authority revoking the branch’s business registration certificate.

Thus, when either of the above applies, the company must prepare the minutes to record the termination.

III. Questions on the minutes of termination of a branch’s operations

1. Must the minutes specify the reason for termination?

One of the required items is the “purpose and agenda of the meeting” as well as the “matters discussed and voted on.” Therefore, specifying the reason for termination is necessary to clarify the rationale behind the decision.

2. if multiple branches are terminated at the same time, can one minute be used for all?

The law does not prohibit consolidating multiple branch terminations into a single minute, provided that full details of each branch (e.g., name, registration certificate, issuance date, issuing authority, etc.) and the reasons for termination are clearly recorded.

3. May enterprises draft the minutes themselves?

As the minutes is an internal company document, enterprises may draft it themselves, using the required contents outlined above as reference. 

4. Who has authority to sign the minutes?

According to Clause 3, Article 60 and Clause 2, Article 158 of the Law on Enterprise 2020 (as amended by the 2022 Law on Amendments), the competent signatory of the minutes is the chairperson of the meeting.

Specifically, the chairperson of the meeting may be:

  • The Chairperson of the Members’ Council; or
  • The Chairperson of the Board of Directors.

5. When do the minutes become effective?

Pursuant to the above provisions, the minutes takes effect when:

  • All other members of the Members’ Council or Board of Directors agree to approve it; and adopt the minutes; and
  • The minutes contain all legally required contents.

IV.  Legal advisory services relating to the minutes of termination of a branch’s operations

To support enterprises in lawfully and effectively carrying out procedures relating to branch termination, including drafting the minutes, NPLaw provides legal advisory services, including:

  • Initial legal consultation.
  • Assistance in drafting the minutes of termination of branch operations.
  • Support in filing applications and working with competent authorities to finalize the termination procedure, upon request.

With these advantages, NPLaw stands as a reliable legal partner accompanying enterprises in addressing matters relating to the termination of branch operations.

Through this article, NPLaw has provided readers with an overview of the minutes of termination of a branch’s operations. Should you have further inquiries, please do not hesitate to contact us for dedicated advice.