Cancelling the Dissolution Block on a Company in Vietnam

In business operations, many enterprises initiate the dissolution process but then do not continue, leading to the legal status being locked in the national system. Understanding the mechanism of cancelling the dissolution block on a company in Vietnam becomes urgent, especially after the Enterprise Law 2020, amended and supplemented in 2025, takes effect. Viet An Law provides profound consulting services on procedures to restore the legal status of enterprises, ensuring that enterprises comply with regulations and optimize the time for processing documents.

Legal background on dissolution and locked status of enterprises in Vietnam

According to the provisions of Article 207 of the Law on Enterprises 2020, amended and supplemented in 2025, an enterprise may be dissolved in many different cases, including voluntary dissolution according to the resolution of the owner or shareholder, dissolution due to the expiration of the term of operation stated in the charter, or dissolution according to the decision of the competent authority. When an enterprise submits a dissolution registration dossier, the provincial business registration authority will update the legal status of the enterprise to the status of “undergoing dissolution procedures” on the National Database on Business Registration. Accordingly, the enterprise will not be able to conduct normal business activities. This is called the “locked” status of the enterprise.

Specifically, during this period, enterprises face many restrictions in business operations, cannot sign new contracts, change business registration contents, declare taxes, carry out other administrative procedures, or carry out important legal transactions. However, the law also recognizes the right of enterprises to change their decisions and not continue to dissolve, as long as the prescribed time limit has not expired and the necessary conditions are met.

Cancelling the locked status due to dissolution of an enterprise is a procedure that needs to be considered to cancel the announced Dissolution Decisions and return the enterprise to its normal state if there is no longer a need for dissolution.

Conditions for restoring business operations in Vietnam

180 days from the date the provincial business registration authority receives the initial resolution or decision on dissolution

Clause 7, Article 64 of Decree 168/2025/ND-CP guiding the Law on Enterprises clearly stipulates the conditions for deciding the ability to restore an enterprise’s operations as follows:

“Article 64. Registration of enterprise dissolution in the cases specified in points a, b, and c, Clause 1, Article 207 of the Law on Enterprises 2020, amended and supplemented in 2025

…7. Within 180 days from the date the provincial business registration authority receives the resolution or decision on dissolution as prescribed in Article 208 of the Law on Enterprises and the legal status of the enterprise has not been changed to dissolved status in the National Database on Enterprise Registration, if the enterprise does not continue to carry out the dissolution, the enterprise shall send a notice of cancellation of the resolution or decision on dissolution to the provincial business registration authority where the enterprise has its head office….

Specifically, an enterprise is only entitled to cancel the resolution or decision on dissolution within 180 days from the date the provincial business registration authority receives the initial resolution or decision on dissolution.

These 180 days is calculated based on calendar days, including weekends and holidays, and is not interrupted or extended under any circumstances. This is a prerequisite that businesses need to pay special attention to, because once this time period is exceeded, the business will completely lose the right to recover and will be forced to continue the dissolution process or wait for the Business Registration Authority to change the status to dissolved.

The second important condition is that the legal status of the enterprise has not been changed to “dissolved” in the National Database of Enterprise Registration. This means that the enterprise is still in the stage of waiting for the completion of dissolution procedures, has not completed the liquidation of assets, payment of debts, and other obligations;

In reality, many businesses do not know when the Business Registration Office officially changes its legal status, leading to missed opportunities for recovery. Therefore, regular monitoring of the National Business Registration Portal is a necessary action to ensure rights.

Procedures to cancelling the dissolution block on a company in Vietnam in case of self-dissolution

When a business decides not to proceed with the dissolution, the first step is to prepare a resolution or decision to cancel the original dissolution resolution.

• For private enterprises, this document is issued by the business owner.
• For a single-member limited liability company, the decision is signed by the company owner.
• For multiple-member limited liability companies and partnerships, the resolution is passed by the Board of Members.
• For joint stock companies, resolutions must be voted and approved by the General Meeting of Shareholders according to the ratio specified in the company charter;

The content of the resolution or decision must clearly state the reason for canceling the dissolution decision, the commitment to continue maintaining business operations, and fully performing obligations to state agencies, partners, and employees. The document must have a valid signature of the authorized person and the company seal as prescribed.

Application procedures

• The enterprise shall send a notice of cancellation of the resolution or decision on dissolution to the provincial-level Business Registration Office where its head office is located, along with the above resolution or decision.
• The application is submitted online in the same way as the business previously announced its decision to dissolve.

Application processing time

After receiving a valid notice, the provincial business registration authority shall be responsible for processing it within 01 working day. The authority shall post the notice and resolution or decision to cancel on the National Business Registration Information Portal, and at the same time restore the legal status of the enterprise on the national information system.

The restoration of legal status takes effect immediately after being updated on the system, allowing the enterprise to continue normal business operations. The business registration authority also sends information to the Tax Authority to ensure data synchronization between state management agencies.

Procedure in the case of enterprise dissolution by compulsory decision

In the case of an enterprise being dissolved due to the revocation of the Certificate of Business Registration or by a Court decision, the handling procedure has important differences. According to Clause 3, Article 65 of Decree 168/2025/ND-CP, it is stipulated that:

“ Article 65. Registration of enterprise dissolution in case of revocation of the Enterprise Registration Certificate or by court decision

…3. After 180 days from the date the provincial business registration authority notifies the status of the enterprise undergoing dissolution procedures on the National Business Registration Information Portal without receiving the enterprise’s dissolution registration dossier, the dossier for registration of termination of operations of the branch, representative office, business location and written objections from the Tax Administration or other relevant organizations, individuals and parties, the provincial business registration authority shall change the legal status of the enterprise, branch, representative office, business location in the National Business Registration Database to the status of dissolved, terminated operations and simultaneously issue a notice of dissolution of the enterprise, termination of operations of the branch, representative office, business location within 03 working days from the end of the above deadline.”

Accordingly, after the provincial business registration authority announces the status of an enterprise undergoing dissolution procedures on the National Information Portal, the enterprise has 180 days to submit a dissolution registration dossier and complete related procedures.

Automatically change legal status to “dissolved.”

Within these 180 days, the Business Registration Authority will automatically change the legal status to “dissolved” if it does not receive any:

• Business dissolution registration dossier, dossier for termination of operations of branches and representative offices ;
• Written objections from the Tax Authority or other relevant parties.

The characteristic of this case is the passive nature of the enterprise, when the dissolution does not come from voluntary will but is a form of handling violations or enforcing a judicial decision. Therefore, the ability to cancel the locked status due to dissolution of the enterprise in this case depends on whether the enterprise can overcome the cause leading to the revocation of the Certificate or not.

Conditions for restoring the operations of enterprises that have been decided to be “dissolved”

If an enterprise wants to restore its operations, it must thoroughly resolve the violations that led to the revocation of the Certificate or request a review of the Court’s decision through appeal and review procedures as prescribed by procedural law. Only after a decision is made to cancel or amend the decision to revoke the Certificate will the enterprise have a legal basis to request the restoration of its operating status.

When there is a decision to cancel or amend the revocation decision, the enterprise can submit an online application similar to the notification of the decision to cancel the dissolution decision in the case of self-dissolution.

Legal consequences of failure to promptly lift the lockout due to dissolution

Failure to complete the annulment procedure within 180 days or allowing the legal status to change to “dissolved” will result in several serious consequences:

• Firstly, the enterprise completely loses its legal status and is no longer recognized as an independent entity in civil, administrative, and criminal legal relations;
• Second, any ongoing contracts may be suspended or terminated, leading to disputes with partners and customers. Businesses cannot continue to use bank accounts, are not allowed to issue invoices, and cannot conduct commercial transactions.
• Third, the employee loses his/her job, and the enterprise must fully perform the obligations prescribed by the Labor Code on termination of the labor contract, including severance pay, payment of salary, allowances, and other benefits;
• Fourth, the enterprise must liquidate its assets, pay off all debts and financial obligations to the state, partners, and employees in the order of priority prescribed in Article 210 of the Enterprise Law. The liquidation process can be lengthy and complicated, causing waste of time and money.
• Finally, owners, partners, or shareholders may be held personally liable for unpaid debts if the assets of the enterprise are insufficient to pay, especially when there is abuse of legal status or violation of the law during the course of operation.

Strategies and practical recommendations for business dissolution

To avoid falling into a disadvantageous situation when wanting to cancel the locked status due to dissolution of the enterprise, the enterprise needs to build a legal risk management strategy right from the time of making the dissolution decision.

• Evaluate before deciding: Develop a legal risk management strategy, carefully evaluate financial capacity, and business prospects before deciding to dissolve. Prioritize alternative solutions such as restructuring, finding strategic investors, or changing the business model.
• Strictly manage records: Maintain complete accounting books, documents, and transparent legal records to accurately determine financial obligations, creating favorable conditions when it is necessary to cancel the dissolution decision.
• Strictly follow the deadlines: Set up a strict monitoring schedule, clearly marking the 180-day milestone and important dates. Prepare the dissolution revocation documents as soon as possible to avoid exceeding the deadline.
• Compliance with governance processes: For businesses with complex structures such as joint stock companies, ensure that the process of convening meetings, voting, and passing resolutions is in accordance with the charter and the law;
• Professional legal advice: Consult a legal expert to ensure all procedures are carried out correctly and in accordance with current regulations.

The regulation on canceling the locked status due to dissolution of enterprises under the Enterprise Law 2020, amended and supplemented in 2025, demonstrates the flexibility of the law in respecting business autonomy, while ensuring state management order and protecting the interests of related parties. Enterprises need to grasp the conditions on time limits, procedures, and the role of management agencies to be able to restore operations legally and effectively when necessary.

To cancelling the dissolution block on a company in Vietnam, Viet An Law commits to accompany businesses in all complex situations, providing comprehensive consulting solutions on the process of restoring legal status, ensuring businesses return to business operations quickly and in compliance with regulations. Please contact us for the best advice.