Corporate Dissolution & Liquidation Services in Vietnam

Deciding to cease operations and end a company’s existence is never an easy choice for any business owner. Beyond the financial pressure, the complex legal requirements can make the process overwhelming. Without a deep understanding of the regulations, businesses often face legal bottlenecks, leading to administrative fines or indefinitely suspended files. Recognizing these challenges, Viet An Law provides professional corporate dissolution & liquidation services in Vietnam. We are committed to handling your case swiftly, legally, and with the most cost-effective solutions for our clients.

Legal framework for corporate dissolution in Vietnam

Some legal issues regarding business dissolution

What is corporate dissolution?

Corporate dissolution is the procedure for terminating the existence of a business at the will of the business owner or a competent authority.

Cases of corporate dissolution

According to Article 207 of the Law on Enterprise 2020 (amended and supplemented in 2025), the cases for dissolving an enterprise include:

• The expiration of the operating period stated in the company’s charter without a decision to extend it.
• By resolution or decision of the enterprise owner.
• The company no longer has the minimum number of members or shareholders as prescribed by this Law for a continuous period of 6 months without undergoing the procedure to change the type of enterprise.
• The enterprise registration certificate is revoked, except where the Law on Tax Administration provides otherwise.

Conditions for dissolving a business

According to Clause 2, Article 207 of the Law on Enterprises 2020, an enterprise may only be dissolved when it meets the following conditions:

• Ensuring full payment of all debts and other financial obligations.
• Not being involved in any ongoing disputes in court or arbitration.
• In the case of dissolution by decision of a competent authority, the relevant managers and the enterprise shall be jointly and severally liable for the enterprise’s debts.

Required documentation for corporate dissolution services at Viet An Law

When using Viet An Law’s company dissolution services, clients should provide the following documents:

• Enterprise registration certificate
• Investment registration certificate (if any)
• Tax settlement notice, tax code closure notice
• Foreign investment report of the enterprise (if any)
• Status of loans, financial debts, and obligations to employees
• Accounting documents and books
• Depending on the case, clients may need to provide other documents such as a letter confirming no outstanding tax debts, no outstanding social insurance debts, and other financial obligations (if any).

Based on that, Viet An Law will assist in preparing the necessary documents for business dissolution in accordance with regulations.

Scope of corporate dissolution services at Viet An Law

Corporate Dissolution & Liquidation Services

Receiving requests for consultation and preliminary legal review

• Receive information, relevant documents, and the client’s current financial/debt situation.
• Determine whether the dissolution is voluntary or compulsory (as decided by the competent authority).
• Advise clients on the mandatory contents of a dissolution resolution/decision as required by regulations, if it is voluntary dissolution. Simultaneously, assist clients in drafting these documents to ensure their validity from the outset. Required contents include:
  • Reason for dissolution
  • Contract liquidation deadline
  • Debt settlement plan, …

Consulting services for asset liquidation and settlement of enterprise obligations

• Regarding asset liquidation: According to Clause 2, Article 208 of the Law on Enterprises 2020, the liquidation of a company’s assets must be carried out directly by the following individuals or organizations, unless the company’s charter stipulates the establishment of a separate liquidation organization:
  • Owner of a private enterprise
  • Board of Members or owner of the company
  • Board of Directors
• Regarding the settlement of obligations: According to Clause 5, Article 208 of the Law on Enterprises 2020, the debts of enterprises shall be paid in the following order of priority:
  • Debts related to salaries, severance pay, social insurance, health insurance, unemployment insurance as prescribed by law, and other employee benefits as stipulated in collective labor agreements and signed employment contracts
  • Tax debts
  • Other debts

Consultation on dissolution procedures

According to Articles 208 and 209 of the Law on Enterprises 2020, the dissolution process for enterprises differs between voluntary and compulsory dissolution. Specifically, the following applies:

• Voluntary business dissolution:
  • Through resolution or decision on dissolution
  • Liquidation of business assets
  • Announcement and posting of dissolution notice
  • Debt payment and asset distribution
  • Submission of dissolution documents to the Business Registration Authority
  • Business Registration Authority updates the legal status
• Dissolution of a business by a state agency decision (mandatory):
  • The business registration authority announces the dissolution status
  • The business holds a meeting and decides on dissolution
  • Pays off debts and distributes assets according to regulations
  • Submits dissolution documents to the business registration authority
  • Updates legal status

Consultation on the time required to complete dissolution procedures

• Notification period on the Business Registration Portal regarding the “in progress of dissolution” status: Approximately 7-10 days.
• Asset liquidation and settlement of financial obligations.
• The time required for the above steps depends entirely on the company’s will and assets. If the company lacks sufficient assets to settle its debts, the process will naturally take longer.
• Procedure completion phase
  • In case the enterprise proactively submits the dissolution application: 5 working days from the date the Business Registration Authority receives the application.
  • If the enterprise does not submit the dissolution application and the Business Registration Authority does not receive any objections: 180 days from the date the enterprise notifies of dissolution.

Can a company with outstanding tax or social insurance liabilities be dissolved?

As mentioned above, according to Article 207 of the Law on Enterprises 2020, for an enterprise to be eligible for dissolution, it must ensure that all debts and other financial obligations, including tax obligations and social insurance obligations to the State, are fully paid.

Therefore, if the company still owes taxes or social insurance contributions, its dissolution will not be approved according to regulations. In cases where the company is no longer able to pay and the business owner does not wish to continue operating, they can file a petition for bankruptcy proceedings with the competent court.

Must branches and representative offices be dissolved before the parent company?

According to Clause 1, Article 213 of the Law on Enterprises 2020 (amended and supplemented in 2025), branches, representative offices, and business locations of enterprises may cease operations by decision of the enterprise itself or by decision of a competent state agency revoking the Enterprise Registration Certificate, branch operation, representative office operation, or business location.

Although not directly stipulated, it can be understood that the branch or representative office of an enterprise will cease operations before the enterprise is officially dissolved (when the enterprise’s status is updated to “dissolved” on the National Portal for Enterprise Registration). Otherwise, after the company is dissolved, it will not have the authority to issue a decision to terminate the operations of its branch or representative office.

Can a business owner establish a new company immediately after dissolution?

Currently, the law does not restrict enterprise owners from establishing a new company immediately after dissolution. Therefore, enterprise owners have the full right to establish a new company immediately after dissolving the old one, as long as the dissolution process has been carried out in accordance with the law.

Legally dissolving an enterprise helps our clients safely close the chapter on their past journey and prepare for new beginnings. With our in-depth expertise, our law firm provides consulting services for company/business dissolution; we are committed to assisting our clients in completing all procedures quickly, confidentially, and cost-effectively.