Legal regulations on returning business registration licenses

The following article by NPLaw shall analyze the current legal regulations on the return of business registration licenses, including relevant conditions, required documents, procedures, and main considerations to ensure compliance with the law and minimize legal risks.

I. The growing need to return business registration licenses in the current context

In the context of a rapidly changing economy, the need in returning business registration licenses has been increasing across various types of business entities from small and medium-sized enterprises, household businesses, to foreign-invested companies. The primary reasons include:

• Termination of business operations due to prolonged losses and inability to maintain activities.
• Business restructuring, transformation of business types, or mergers leading to the cessation of the use of existing licenses.
• Change of business lines. Accordingly, certain licenses only apply to conditional business sectors; if enterprises cease operations in those sectors, they must return the corresponding licenses.
• Requests from regulatory authorities upon detecting that enterprises no longer meet the conditions for maintaining their licenses or business registration certificates.
• Changes in investment strategies by owners or foreign investors, leading to the closure of branches or representative offices.

In practice, returning business licenses is not merely an administrative formality; it is closely connected to the termination of legal rights and obligations of enterprises. This requires strict compliance with legal procedures to avoid potential liabilities, especially in relation to taxation and financial obligations.

II. Definition of returning business registration licenses

Returning business registration licenses is an administrative procedure whereby business entities (including enterprises, cooperatives, household businesses, branches, representative offices, etc.) re-submit the legal documents previously issued to competent authorities in order to terminate their business rights or rights to engage in conditional business sectors.

• Business License: A legal document issued by a competent State authority, granting individuals or organizations permission to engage in one or several conditional business sectors (e.g., international travel service licenses, retail licenses for FDI enterprises, etc.).
• Business Registration Certificate (or Enterprise Registration Certificate): A legal document recording the basic legal information of an enterprise or household business, issued by the business registration authority, allowing the entity to operate legally within the territory of Vietnam.

Essentially, the return of business registration licenses may be voluntary or compulsory (pursuant to decisions by regulatory authorities) and results in the termination of the legal effect of these lawful documents. Once completed, the entities no longer have the rights to conduct business activities within the scope stated in licenses or certificates. 

III. Legal regulations on returning business registration licenses

1. Applicable legal provisions

Currently, the return of business registration licenses is regulated by various legal documents, depending on the type of business and license involved. Main regulations include:

• Law on Enterprise 2020: Articles 207–210 regulate the dissolution and the return of business registration licenses (enterprise registration certificates); Article 27 provides for the reissuance of licenses.
• Decree No. 168/2025/NĐ-CP on Enterprise Registration: It provides detailed guidance on procedures for terminating operations and returning business registration licenses and household business registrations (Article 104); procedures for reissuance of business registration licenses and confirmations of changes in enterprise registration (Article 62).
• Specialized laws (e.g., Law on Tourism, Law on Pharmacy, Law on Commerce, etc.) provide regulations on the revocation and return of licenses for conditional business sectors.

2. Conditions for returning business registration licenses

According to Clause 2, Article 27 of the Law on Enterprise 2020, if the business registration licenses are lost, damaged, or otherwise destroyed, the enterprise may apply for reissuance and must pay the prescribed fee.

For the termination of household business activities, Article 104 of Decree 168/2025/NĐ-CP provides the following conditions:

• The household business must settle all debts, including tax liabilities and other financial obligations, before submitting the application for termination, unless otherwise agreed with creditors;
• Within five working days from the date of settling all debts, the household business must submit its termination application to the commune-level business registration authority. The dossier must include a notice of termination of the household business.

3. Procedures for reissuance of business registration licenses

Article 62 of Decree 168/2025/NĐ-CP sets out the following procedure:

• Where enterprises have been issued original copies of the business registration licenses, confirmation of changes in enterprise registration, branch/representative office registration certificates, business location registration certificates, or confirmations of changes in branch/representative office/business location registration and wish to have these reissued due to loss, fire, tearing, damage, or destruction, they must submit a written request for reissuance to the provincial-level business registration authority where the enterprise, branch, or representative office is located.
• The provincial-level business registration authority will consider and issue the reissued documents within one working day from the date of receiving the request. 

4. Difficulties in reissuing business registration licenses

• Compliance with all business conditions again as in the initial application, leading to  time-consuming and costly.
• Changes in legal regulations: Certain business sectors may have amended or restricted conditions, making reissuance more difficult.
• Loss of business advantage: Enterprises may lose market share and customers during the period without valid licenses.
• Complex legal dossiers: Especially for business sectors requiring professional certificates, confirmation of eligibility, or facility inspections.

IV. Questions regarding the return of business registration licenses

1. In what cases may a request to return a business registration license be canceled?

Such a request may be canceled if:

• The enterprise is under investigation, inspection, or audit for legal violations.
• The enterprise has not fulfilled its financial obligations to the State, partners, or employees.
• The dossier for returning the license is incomplete, invalid, or contains inaccurate information.
• The business entity withdraws its request before the competent authority issues an official decision.

2. Can enterprises appeal decisions by authorities regarding the return of business registration licenses?

If an enterprise believes that a refusal or non-acceptance decision is unlawful, it may:

• File a complaint to the issuing authority under Clause 1, Article 2 of the Law on Complaints 2011.
• File an administrative lawsuit with the court under Article 5 of the Law on Administrative Procedure 2015. 

Such appeals must be accompanied by evidence proving that the enterprise fully meets the legal conditions for returning the license.

3. What difficulties may arise if business registration licenses are not returned on time?

• Continued tax declaration and payment obligations despite cessation of actual operations.
• Administrative sanctions for failing to notify or complete termination procedures in accordance with the law.
• Negative impact on the reputation and eligibility of the owner to establish or manage new enterprises.
• Increased legal risks if disputes or violations arise in relation to the business sectors stated in the licenses.

4. Does outstanding tax debt affect the ability to return business registration licenses?

Enterprises may only complete the return procedures after:

• Finalizing and settling all tax obligations with the tax authority;
• Resolving any late payment sanctions or administrative fines related to tax.

If tax debts remain, the application will be suspended until settlement is completed.

5. In what forms can enterprises return business registration licenses?

• Voluntary: Enterprises proactively submit their application when the licenses are no longer needed.
• Revocation and compulsory: Regulatory authorities may require return due to violations of business conditions or failure to maintain eligibility.

V. Why legal counsel is necessary when returning business registration licenses

Seeking legal counsel in connection with returning business registration licenses is essential because:

• Ensuring legal compliance: Lawyers are well-versed in the relevant regulations, forms, and procedures for each type of license.
• Efficient handling of tax and financial obligations: Lawyers can help finalize obligations and prevent application delays.
• Minimizing legal risks: It prevents administrative sanctions or potential disputes after returning the licenses.
• Supporting appeals when applications are rejected: Lawyers can prepare dossiers and legal arguments to protect the enterprise’s interests.
• Saving time and costs: Legal assistance helps businesses complete procedures more quickly than self-handling.

For legal consultation on returning business registration licenses, please contact NPLaw for direct support and guidance.