Close Company in Vietnam is a legal procedure for business suspension in accordance with the Law on Enterprises. A company or enterprise is only allowed to carry out this procedure after it has fully paid all debts, fulfilled all financial obligations, and completed tax finalization procedures with the tax authority.
In practice, the procedure to close a company in Vietnam is not simply a matter of submitting a dossier to the business registration authority. It also involves several important steps, including tax finalization, asset liquidation, termination of labor obligations, and publication of dissolution information in accordance with the law.
In the article below, Viet An Law provides a detailed guide to the company dissolution in Vietnam 2026: Procedures, dossier & costs, including the conditions for dissolution, required documents, steps to close a company in Vietnam, processing time, and important legal notes to help enterprises complete the procedure quickly, lawfully, and cost-effectively.
| Criteria | Information |
| Procedure | Enterprise dissolution Vietnam |
| Applicable entities | Limited liability companies (LLCs), joint stock companies, and private enterprises |
| Conditions | The enterprise must have no outstanding liabilities or unfulfilled financial obligations |
| Processing authority | Business Registration Office under the Department of Finance |
| Tax authority | The specialized Tax Department or District Tax Office directly managing the enterprise |
| Processing timeline | 30 – 90 days |
| Critical milestones | Tax finalization and deactivation (closing) of the corporate tax identification number (TIN) |
| Core dossier components | Resolution/Decision on dissolution, notification of enterprise dissolution, and the corresponding meeting minutes |
| Is tax finalization mandatory? | Yes |
| Is social insurance settlement required? | Yes, all social insurance contribution obligations must be fully settled and finalized |
| Dissolution service fees | Contingent upon the current tax status and the complexity of the corporate dossier |
| Ultimate legal outcome | The enterprise completely terminates its legal person status |
| Cases subject to rejection | Outstanding tax debts, unfulfilled social insurance liabilities, or unresolved legal disputes |
| Criteria | Information |
| Can it be self-executed? | Yes, but tax and customs finalization procedures are typically highly complex |
| Services | Comprehensive business dissolution Vietnam consulting |
Business dissolution Vietnam is the process by which a business ceases its operations and removes all business information from the business registration system and tax management system after completing the liquidation of assets, settling all debts, tax obligations, and other financial obligations as stipulated by Vietnamese law. This is considered the final legal procedure marking the official and lawful withdrawal of the business from the market.
It’s important to note that company closure Vietnam is completely different from business bankruptcy. While dissolution applies to enterprises that still have the ability to pay their debts and financial obligations, bankruptcy is a procedure applied when a business becomes insolvent and must be dealt with according to the decision of a competent court.
| Dissolution type | Details |
| Voluntary dissolution | The enterprise makes its own decision to terminate business operations |
| Compulsory dissolution | Executed under the decision of competent state authorities or due to violations of statutory operating conditions |
Voluntary dissolution is when an enterprise proactively ceases its operations because it no longer needs to operate or at the decision of the business owner.
The decision to dissolve is made by:
Enterprises are subject to mandatory dissolution in the following cases:
In addition, enterprises must also carry out the procedure for closing the company when the operating period stated in the Articles of Association expires without being renewed as required by law.
Operating period stated in the company’s Articles of Association without renewal.
According to Clause 2, Article 207 of the Law on Enterprises, an enterprise may only proceed with the dissolution procedure when it fully meets the following conditions:
According to the provisions of the Law on Enterprises 2020 and Decree 168/2025/ND-CP on enterprise registration, when carrying out the company closure procedure Vietnam, the enterprise must prepare a set of documents to be submitted to the Business Registration Authority – Department of Finance where the enterprise’s head office is located.
The company dissolution dossier usually includes the following documents:
The notice of dissolution must be prepared according to the form prescribed by the business registration authority, clearly stating:
The decision to dissolve is issued by the company owner, the Board of Members, or the General Meeting of Shareholders, depending on the type of enterprise.
The decision must clearly state:
Applicable to:
The minutes of the meeting reflect the opinions and voting percentages approving the dissolution of the enterprise.
Enterprises must prepare an asset liquidation report, specifically:
The list should include the following information:
Enterprises must complete tax settlement and close their company tax code at the tax authority before finalizing the company dissolution procedures.
Currently, the confirmation of tax obligations is carried out through an integrated mechanism between the tax authority and the business registration authority.
In cases where the enterprise uses a seal previously issued by the police, the enterprise needs to follow the procedure for returning the seal as prescribed. This procedure is not required for self-engraved enterprise seals.
When preparing company dissolution documents, enterprises need to note:
Only after fulfilling all the above conditions will the Business Registration Authority – Department of Finance update the company’s dissolution status on the national business registration system.
Step 1: Issue a decision to dissolve the enterprise, including: enterprise name and address; reason for dissolution; deadline for contract liquidation and debt payment (maximum 6 months); plan for handling obligations from employment contracts.
Step 2: Terminate operations of all branches, representative offices, and enterprise locations (if any).
Step 3: Notify the Business Registration Authority – Department of Finance of the dissolution, confirm obligations with the Customs Department and relevant parties: Deadline for submitting the notification (within 10 days from the date of issuance).
Step 4: Liquidate assets, settle debts, resolve employee rights, and tax finalization for company dissolution.
Step 5: Submit the dissolution application to the Business Registration Authority – Department of Finance within 05 working days from the date of full debt settlement.
The company liquidation costs typically include the cost of settling dissolution taxes, closing the business’s tax identification number, publishing dissolution information, liquidating assets, and related financial obligations. Additionally, using a company dissolution service will incur extra fees for consultation and processing of dissolution documents according to legal regulations.
In reality, the cost of dissolving a business in Vietnam usually ranges from 3,000,000 to 30,000,000 VND, depending on the tax status, accounting records, financial obligations, and the time frame for dissolution. Enterprises with complex tax records or incomplete financial obligations will generally have higher dissolution costs when undergoing the dissolution and closure process.
Note: The dissolution application results are currently issued electronically in some localities such as Hanoi, Ho Chi Minh City, and Bac Ninh, etc.
Compared to domestic enterprises, the dissolution procedure for foreign-invested enterprises (FDI) is often more complex because it requires simultaneously carrying out the business dissolution procedure and the termination of the investment project according to Vietnamese law. Therefore, FDI enterprises need to pay special attention to legal documents, tax obligations, customs obligations, and related procedures before officially closing the company.
According to the Investment Law 2025, before carrying out the company liquidation procedure Vietnam, FDI companies must complete the procedure for terminating the investment project and return the Investment Registration Certificate to the competent authority. This is a key difference between the dissolution of FDI enterprises and domestic enterprises.
In addition to standard company dissolution documents such as the dissolution decision, meeting minutes, list of creditors, asset liquidation report, and procedures for closing the company’s tax code, FDI enterprises also need to supplement many specialized documents related to foreign investment and import/export.
In practice, the dissolution process for FDI companies often takes longer due to the need to simultaneously handle multiple procedures at tax authorities, investment registration agencies, customs, and business registration agencies. Furthermore, the cost of dissolving an FDI enterprise can be higher if the company engages in import/export activities, employs foreign workers, or has outstanding financial obligations.
Due to the complex legal nature of the process, many investors choose to use professional company dissolution services to assist in handling paperwork, settling dissolution taxes, closing the company’s tax code, and completing all company closure procedures in accordance with the law, thereby minimizing risks after the business ceases operations.
Step 1: Terminate the investment project in accordance with investment laws.
Step 2: Dissolve the enterprise similarly to domestic enterprises.
Step 3: Tax finalization for company dissolution, obligations at the Customs authority, and employee benefits.
Completion time: 4 to 6 months.
| Criteria | Domestic enterprise dissolution | FDI company dissolution |
| Conditions | Fully settle all outstanding debts and ensure no ongoing legal disputes; | Fully settle all outstanding debts and ensure no ongoing legal disputes
Additional requirement: Must execute procedures to terminate the investment project.; |
| Resolving authorities | Tax Authority, General Department of Customs, and the Business Registration Office under the Department of Finance | Tax Authority, General Department of Customs, and the Business Registration Office under the Department of Finance, and the Investment Registration Authority |
| Timeline and costs | 02-04 months | 04-06 months |
Distinguishing between company dissolution and enterprise bankruptcy
Although both lead to the cessation of business operations, company dissolution and business bankruptcy have completely different legal natures, applicable conditions, and resolving authorities. Therefore, enterprises need to understand these differences clearly in order to choose the procedure that best suits their actual operating situation.
| Criteria | Company dissolution | Enterprise bankruptcy |
| Concept | A legal procedure to terminate an enterprise’s operations after it has fully paid all debts and financial obligations. | A procedure applied to an enterprise that has lost its solvency and is unable to pay its due debts. |
| Prerequisites | The enterprise must ensure full payment of all liabilities, taxes, and asset obligations. | The enterprise is insolvent and no longer capable of paying its due debts. |
| Resolving authorities | The Business Registration Office and the competent Tax Authority. | The competent People’s Court. |
| Nature of procedure | An administrative procedure | Judicial/legal proceedings |
| Dossier to be executed | A dissolution dossier prepared in compliance with the Law on Enterprises. | A petition to open bankruptcy proceedings prepared in compliance with the Law on Bankruptcy. |
| Purpose | To terminate operations voluntarily or in accordance with a corporate decision. | To resolve and handle the enterprise’s state of insolvency. |
| Debt repayment capability | Mandatory to fully clear all outstanding debts before dissolving the enterprise. | Insufficient financial capability to pay off outstanding debts. |
| Tax processing | Must execute tax finalization for dissolution and deactivate the corporate tax identification number. | Tax liabilities can be processed and handled within the ongoing bankruptcy proceedings. |
| Execution costs | Dissolution costs are typically lower. | Bankruptcy procedures are usually highly complex and more expensive. |
| Processing timeline | Dissolution timelines are generally faster if the dossier is complete and valid. | Bankruptcy timelines can be prolonged due to multiple stages of legal proceedings. |
| Professional services | Corporate dissolution services can be utilized to expedite dossier processing. | Usually requires specialized lawyers or professional bankruptcy consulting units. |
Thus, company liquidation procedure Vietnam is suitable for enterprises that want to legally close down while still ensuring the ability to pay debts and financial obligations. Meanwhile, enterprise bankruptcy is a mandatory legal solution when an enterprise becomes insolvent according to the law.
During the process of dissolving an enterprise, many companies encounter difficulties due to a lack of understanding of the legal procedures, leading to prolonged dissolution times or administrative violations. Therefore, enterprises need to pay special attention to legal risks before proceeding with company dissolution and closure procedures in accordance with the law.
The time it takes to dissolve an enterprise in Vietnam is usually 2 to 4 months, depending on the tax settlement process and handling of financial obligations.
For enterprises with foreign direct investment (FDI), the dissolution process usually takes 4 to 6 months due to the need to complete additional procedures for terminating the investment project as stipulated by law.
No, all tax debts must be paid before the business dissolution is completed.
If an enterprise ceases operations for an extended period but does not carry out the company dissolution procedures or temporarily suspend business as required, the business may still be subject to administrative penalties for tax and business registration violations.
Yes. Tax settlement for dissolution is a mandatory procedure before closing the business’s tax code and completing the company dissolution process.
Yes. According to the Investment Law on 2020, FDI enterprises must complete the procedure for terminating their investment projects before dissolving the company.
Are the procedures for LLC liquidation and joint-stock companies different?
Basically, the business dissolution procedures are relatively similar. However, the dissolution documents for joint-stock companies and limited liability companies will differ in the meeting minutes, the dissolution decision, and the structure of the decision-making process.
How much does it cost to dissolve a business?
The cost of dissolving a business usually ranges from 3,000,000 to 30,000,000 VND depending on the tax situation, accounting records, financial obligations, and the scope of company dissolution services used.
How to dissolve a company in Vietnam independently?
Enterprises can handle the company dissolution procedures themselves. However, in practice, many enterprises face difficulties in settling dissolution taxes, processing documents, or closing their business tax code, so they often choose company dissolution services to save time and minimize legal risks.
After dissolution, are the company still legally liable?
The legal representative and the business may still be jointly liable for debts, financial obligations, or legal violations that were not settled before the company’s closure, as stipulated by law.
Viet An Law provides comprehensive business dissolution services in Vietnam, helping businesses complete all legal procedures to terminate their business operations in accordance with the law.
Viet An Law provides comprehensive business dissolution services for domestic and FDI companies, supporting them from tax settlement and company tax code closure to completing company dissolution documents in accordance with legal regulations. Contact Viet An Law for quick and free consultation!
