Has your enterprise had its branch operation license revoked, and now it needs to re-establish the branch to meet business demands? NPLaw is here to address your concerns and provide legal clarity on such an issue.
I. Current cases of revocation of branch operation licenses
When exploring the issue of revocation of branch operation licenses, organizations and individuals are often concerned about the reasons why a branch’s license may be revoked by competent state authorities. Understanding these cases enables enterprises to draw lessons for other branches and ensure compliance with applicable legal regulations.
Pursuant to Clause 1, Article 71 of Decree No. 168/2015/ND-CP, the current cases in which a branch operation license may be revoked include:
- The contents declared in the application dossier for branch operation registration or for amendment of branch registration are falsified;
- The branch ceases operations for more than 12 months without notifying the provincial-level business registration authority and tax authority;
- Under a court decision;
- At the request of a competent state authority in accordance with law.
In essence, these cases remain largely consistent with the regulations applicable prior to Jul011st, 2025, with only certain terminological updates to align with current legal provisions.
II. Definition of revocation of a branch operation license
Although current legislation does not provide a specific definition, based on the statutory cases of revocation, NPLaw defines revocation of a branch operation license as an administrative measure imposed by a competent authority to terminate the legal validity of a branch operation license (Branch Operation Registration Certificate) prior to its expiration when the branch falls into one of the legally prescribed revocation cases.
In summary, it is an administrative action by a state authority aimed at terminating the operation of a branch.
III. Regulations on issuing branch operation licenses
The revocation of a branch operation license constitutes an adverse legal consequence for enterprises during business operations. Therefore, following revocation, enterprises often seek to understand the legal framework governing the re-establishment of a branch.
In response, NPLaw provides an overview of the conditions and procedures for obtaining a new branch operation license as follows:
1. Legal provisions on re-granting a branch operation license in case of revocation
Current legislation only recognizes cases of re-issuance of a branch operation license (or Branch Operation Registration Certificate) under Article 62 of Decree No. 168/2015/ND-CP, including:
- The certificate is lost, burned, torn, or otherwise damaged;
- The certificate is destroyed in another form.
Accordingly, in cases of revocation, the applicable legal framework is that governing a new application for a branch operation license, without conducting re-issuance.
2. Conditions for obtaining a new branch operation license
As analyzed above, revocation of a branch operation license does not fall within the statutory cases for re-issuance of a certificate. Therefore, to obtain a new license, the enterprise must satisfy the conditions applicable to the issuance of a new branch operation license.
Although enterprise law does not provide a single comprehensive provision on such conditions, based on the Law on Enterprise 2020 and Decree No. 168/2015/ND-CP, the following requirements should be considered:
- Branch name: Pursuant to Article 40 of the Law on Enterprise 2020 and guided by Article 16 of Decree No. 168/2015/ND-CP, the branch name must include the enterprise name together with the phrase “Chi nhánh” (“Branch”). It must be written using letters of the Vietnamese alphabet, the letters F, J, Z, W, numerals, and permitted symbols;
- Business lines: Under Clause 1, Article 44 of the Law on Enterprise 2020, a branch may only register business lines that are part or all of those already registered by the parent company;
- Branch address: It must be located within the territory of Vietnam, in accordance with administrative boundaries, and the branch must have lawful rights to operate at such location (evidenced by lease agreements, etc.);
- Head of branch: Although not specifically regulated, by reference to conditions applicable to enterprise founders, the branch head must be an individual with full civil act capacity and appointed by the parent company.
Understanding these conditions at the outset will help enterprises streamline the process of obtaining a new branch operation license in practice.
3. Procedures for obtaining a new branch operation license
Once the above conditions are satisfied, enterprises must proceed with applying for a new branch operation license. Given the evolving legal framework on enterprise registration, such a process may be complicated.
Based on Article 45 of the Law on Enterprise 2020 and guided by Article 30 of Decree No. 168/2015/ND-CP, the procedure is as follows:
- Step 1: Submission of application dossier
Within 10 days from the date of the decision to establish the branch, the enterprise must submit the application for branch operation registration to the provincial-level business registration authority where the branch is located.
The dossier includes:
- Application form for branch operation registration (Form No. 17 under Appendix of Circular 68/2025/TT-BTC);
- Copy of the decision on branch establishment and the meeting minutes regarding such establishment;
- Copy of legal documents of the individual appointed as head of the branch (if personal identification number has not been declared).
- Step 2: Review of application dossier
Upon receipt, the business registration authority shall examine the validity of the dossier. If the dossier is invalid, the authority must issue a written notice specifying required amendments or supplements.
- Step 3: Issuance of Branch Operation License
If the dossier is valid, within 03 working days from the date of receipt, the provincial-level business registration authority shall issue the Branch Operation License.
In case of refusal, the authority must provide a written response stating the reasons.
These are the fundamental steps for obtaining a branch operation license. Depending on specific circumstances and local authorities, procedural variations may arise.
IV. Questions on branch operation licenses
1. What violations commonly lead to revocation of a branch operation license?
Pursuant to Clause 1, Article 71 of Decree No. 168/2015/ND-CP, common violations include:
- Falsification of information in registration dossiers;
- Suspension of operations for one year without notification to competent authorities;
- Serious legal violations resulting in court decisions or requests from competent authorities for revocation.
These violations often stem from insufficient legal knowledge and failure to fulfill statutory obligations.
2. How are assets and ongoing contracts handled upon revocation?
Under Clause 3, Article 213 of the Law on Enterprise 2020, upon revocation, the parent company is responsible for performing contracts, settling debts (including tax liabilities), and continuing employment or ensuring lawful benefits for employees of the branch.
3. Does revocation of a branch operation license mean dissolution of the branch?
Revocation and dissolution are distinct:
- Revocation is an administrative measure imposed by a state authority, after which the enterprise must implement procedures for termination of branch operations;
- Dissolution is initiated by the enterprise in cases prescribed by law, leading to termination of the branch’s operations.
Although both result in termination, they differ in terms of the competent initiating authority.
4. Does revocation apply to overseas branches of Vietnamese enterprises?
Under Clause 4, Article 30 of Decree No. 168/2015/ND-CP, revocation of operation licenses for overseas branches is governed by the laws of the host country.
However, the enterprise must still notify the provincial-level business registration authority where its head office is located.
V. Why seek legal advice on revocation of branch operation licenses
Given the evolving and complex nature of Vietnam’s legal framework, seeking legal advice on issues related to revocation of branch operation licenses is a prudent and effective approach.
At NPLaw, clients benefit from:
- Risk mitigation: Experienced legal professionals help ensure compliance and prevent administrative penalties or legal risks;
- Time efficiency: Assistance with document preparation and representation before authorities ensures lawful and efficient handling of revocation and licensing procedures;
- Issue resolution: Practical experience in handling arising issues provides clients with confidence in maintaining business operations.
For these reasons, NPLaw has become a trusted legal partner for many clients seeking advice on matters relating to revocation of branch operation licenses.
In conclusion, this article provides a comprehensive overview of revocation of branch operation licenses. A thorough understanding of these regulations not only safeguards legal rights but also minimizes potential legal risks.
