How to Dissolve a Limited Liability Company (LLC) in Vietnam

The dissolution of limited liability company (LLC) in Vietnam is a legal procedure that terminates the existence and legal entity status of an enterprise in accordance with the provisions of the Law on Enterprises 2020. This process does not merely stop at the decision of the company owner or a decision of a competent state authority but also requires strict compliance with procedures relating to asset liquidation and the full settlement of the enterprise’s financial obligations toward relevant stakeholders. Through this article, Viet An Law would like to provide clients with important legal information regarding LLC dissolution in Vietnam, thereby helping enterprises implement the procedure accurately and minimize legal risks.

Cases of dissolution of limited liability company (LLC) in Vietnam

Cases of dissolution of limited liability company (LLC) in Vietnam

Pursuant to Article 207 of the Law on Enterprises 2020 (amended and supplemented in 2025), the cases of enterprise dissolution include:

• Expiry of the operating term stated in the company charter without a decision on extension
• Dissolution based on a resolution or decision of the enterprise owner
• The company fails to maintain the minimum number of members or shareholders as prescribed by law for a continuous period of 06 months without carrying out procedures for conversion of the enterprise type
• Revocation of the Enterprise Registration Certificate, except where otherwise provided by the Law on Tax Administration

How to dissolve a Limited Liability Company (LLC) in Vietnam

The dissolution of an LLC results in the termination of the enterprise’s existence as well as the termination of its legal entity status in legal relations. Therefore, in order to ensure the rights of relevant parties, the law imposes conditions that the company must satisfy to be eligible for dissolution.

Specifically, Clause 2 Article 207 of the Law on Enterprises 2020 stipulates the following conditions:

• Ensuring full payment of all debts and other property obligations
• The enterprise must not be in the process of dispute resolution at a Court or Arbitration
• In cases of dissolution pursuant to a decision of a competent authority, the enterprise and its relevant managers shall bear joint liability for the enterprise’s debts

Procedures on how to dissolve a Limited Liability Company (LLC) in Vietnam

Voluntary dissolution

Pursuant to Article 208 of the Law on Enterprises 2020, the enterprise dissolution process is carried out through the following basic steps:

• Step 1: Adoption of the resolution/Decision on enterprise dissolution
  • Organize a meeting and adopt the Resolution/Decision on dissolution
  • Mandatory contents include:
    • Reasons for dissolution
    • Timeline for asset liquidation
    • Plan for settlement of debts
    • Plan for handling employee rights
• Step 2: Organization of enterprise asset liquidation
  • Carry out the liquidation of the enterprise’s assets
• Step 3: Notification and public announcement of dissolution
  • Send the dissolution decision to:
    • Business Registration Authority
    • Tax Authority
    • Employees
  • Publish the decision on the National Business Registration Portal
  • Publicly post the decision at the head office
  • Implementation timeline: within 07 working days from the date of adoption of the dissolution resolution/decision
• Step 4: Update of legal status
  • The Business Registration Authority shall update the enterprise’s status as: “Under dissolution process” on the National Business Registration Portal
• Step 5: Settlement of debts and distribution of remaining assets. Debts shall be settled in the following priority order:
• Salaries, insurance, and benefits for employees
• Tax debts
• Other debts
• The remaining assets (if any) shall be distributed to the owner/members/shareholders
• Step 6: Submission of dissolution dossier and completion of procedures
  • Submit the dissolution dossier to the Business Registration Authority within 05 working days after full debt payment
  • The enterprise shall be officially removed from the registry:
    • After 05 working days (if the dossier is valid), or
    • Automatically after 180 days (if no objections are raised)

Dissolution based on decision of competent authorities

Dissolution process under decision of governing body

In cases where the Enterprise Registration Certificate is revoked or the enterprise is dissolved pursuant to a Court decision, the dissolution procedure is carried out as follows:

• Step 1: The Business Registration Authority shall publish the status
  “Under dissolution process” immediately upon revocation of the license or issuance of a Court decision
• Step 2: Within 10 days from the date of receipt of the decision:
• Convene a meeting to decide on dissolution
• Send the notice/decision to:
  • Business Registration Authority
  • Tax Authority
  • Employees
• Publicly post and publish the dissolution information (if necessary)
• Send the debt settlement plan to creditors and related parties (if there are outstanding debts)
• Step 3: Settle the enterprise’s debts (same as voluntary dissolution)
• Step 4: Submit the dissolution dossier and complete procedures & Submit within 05 working days after full debt payment. The enterprise shall be officially dissolved:
  • • After 05 working days (valid dossier), or
    • After 180 days (no objections)

Dossier how to dissolve a Limited Liability Company (LLC) in Vietnam

Preparing a dissolution dossier is one of the most important stages in the process. A complete and accurate dossier helps enterprises save significant time and costs.

Pursuant to Article 210 of the Law on Enterprises 2020, the dossier includes:

• Notice of enterprise dissolution
• Documents on assets and financial obligations, including:
  • Report on liquidation of enterprise assets
  • List of creditors and debts already paid, including full payment of tax debts and social insurance, health insurance, and unemployment insurance obligations for employees after the dissolution decision (if any)

Important notes during the dissolution process

Ensuring employee rights (severance allowance, social insurance finalization)

One of the prerequisite conditions for an LLC to be approved for dissolution is the fulfillment of all financial obligations toward relevant parties.

Among these, obligations toward employees must be prioritized in accordance with Article 208 of the Law on Enterprises 2020.

In practice, many enterprises fail to fully pay certain employee benefits such as severance allowance, redundancy allowance, or fail to complete social insurance procedures.

Therefore, before submitting the dissolution dossier, enterprises should carefully review all matters relating to salaries, allowances, social insurance, and other employee rights.

Prohibition on signing new contracts after dissolution decision

When a Court has issued a dissolution decision but the enterprise has not yet completed dissolution procedures, the enterprise still legally exists.

Therefore, many enterprises question whether they are allowed to enter into new contracts during this period.

According to Clause 1 Article 211 of the Law on Enterprises 2020, prohibited acts include:

• Concealing or dispersing assets
• Waiving or reducing debt claims
• Converting unsecured debts into secured debts using enterprise assets
• Signing new contracts, except for those serving the dissolution process
• Pledging, mortgaging, donating, or leasing assets
• Terminating valid contracts
• Raising capital in any form

Thus, signing new contracts is a strictly prohibited act once a dissolution decision has been issued. Depending on the severity of the violation, enterprise managers may be subject to criminal liability and compensation for damages. The above constitutes the core legal framework relating to the dissolution of Limited Liability Company (LLC) in Vietnam under the Law on Enterprises 2020. It is hoped that these legal insights will assist clients in carrying out company dissolution procedures in Vietnam effectively and in compliance with applicable laws. Should you encounter any difficulties or require legal support, please contact Viet An Law for timely assistance.