The rule that business suspension over 24 months leads to enterprise registration certificate revocation in Vietnam is a regulation that many enterprises unintentionally overlook when deciding to halt operations for an extended period. In practice, many enterprises, after registering for suspension, have failed to carry out the necessary procedures or failed to resume operations on time, leading to the risk of the business registration authority proceeding with the revocation of Enterprise Registration Certificate. Thus, what is the legal basis for this regulation, and what issues do enterprises need to note to protect their rights?
What is business suspension in Vietnam?
According to Clause 2, Article 35 and Clause 2, Article 36 of Decree 168/2025/ND-CP, “business suspension” is the legal status of:
- An enterprise during the period of business suspension;
- A branch or business location during the period of business suspension;
- A representative office during the period of operation suspension;
- A branch, representative office, or business location of an enterprise during the period of business suspension.
The total consecutive business suspension time limit of an enterprise must not exceed 24 months in Vietnam
According to Clause 1, Article 60 of Decree 168/2025/ND-CP, as amended and supplemented by Decree No. 292/2026/ND-CP, the regulations on the suspend business operations limit are as follows:
- The suspension period for each notification must not exceed 12 months.
- The total consecutive business suspension period must not exceed 24 months.
Previously, if Clause 1, Article 60 of Decree 168/2025/ND-CP only regulated that the suspension period for each notification must not exceed 12 months, the new regulation in Decree No. 292/2026/ND-CP has added that the total consecutive business suspension time limit must not exceed 24 months.
Thus, from July 23, 2026, the business suspension period for each notification must not exceed 12 months. In case the enterprise wishes to continue the business suspension after the notified period expires, it is allowed to continue registering for suspension, but the total consecutive business suspension period must not exceed 24 months.
This means that after a consecutive suspension of a full 24 months, the enterprise must resume operations or carry out other procedures according to the provisions of the law.
Note: The regulation that the total consecutive business suspension period does not exceed 24 months is applied to enterprises that have notified their business suspension before July 23, 2026, as follows:
- In case the total consecutive business suspension period up to the end of the most recently notified business suspension period has not exceeded 24 months: The enterprise is allowed to continue registering for business suspension, but must ensure that the total consecutive business suspension period, including the time registered before July 23, 2026, does not exceed 24 months;
- In case the total consecutive business suspension period up to the end of the most recently notified business suspension period has exceeded 24 months: The enterprise is not allowed to continue registering for business suspension after the most recently notified business suspension period ends.
Business suspension over 24 months leads to Enterprise Registration Certificate revocation in Vietnam
According to Clause 8, Article 60 of Decree 168/2025/ND-CP, as amended and supplemented by Decree No. 292/2026/ND-CP, it is stipulated:
- Within 05 working days from the end date of the notified business suspension period: The legal representative of the enterprise must confirm the resumption of business operations and commit to having fully performed the enterprise registration obligations with the provincial-level business registration authority according to the process on the National Business Registration Portal.
- In case of failure to confirm within the above-mentioned time limit: Within 10 working days from the expiration of the time limit for requesting confirmation mentioned above, the provincial-level business registration authority shall send a written request for the enterprise to report on the suspension of business operations, and simultaneously send it to the tax management authority for coordinated state management.
- In case the enterprise fails to send a report to the provincial-level business registration authority within 06 months from the deadline for submitting the report: The provincial-level business registration authority shall withdraw ERC; the enterprise must carry out dissolution procedures.
Thus, an enterprise does not have its ERC revoked immediately upon a consecutive business suspension over 24 months. The business registration authority revokes it only when the enterprise fails to confirm the resumption of operations, fails to comply with the reporting request, and remains unresponsive for 06 months.
How long in advance must an enterprise notify before business suspension in Vietnam?
According to Clause 1, Article 60 of Decree 168/2025/ND-CP, as amended and supplemented by Decree No. 292/2026/ND-CP, in case an enterprise, branch, or business location suspends business, or a representative office suspends operations, the enterprise shall send a notification dossier to the provincial-level business registration authority where the enterprise, branch, representative office, or business location is headquartered at least 03 working days before the date of business suspension or operation suspension.
The dossier for notifying business suspension includes the following documents:
- A notification of business suspension or operation suspension, which includes information on the phone number and email address of the legal representative of the enterprise;
- A copy or original of the resolution or decision of the company owner for a single-member limited liability company; of the Board of Members for a limited liability company with two or more members or a partnership; of the Board of Directors for a joint-stock company regarding the business suspension, in the case of notifying the business suspension of the enterprise.
Within 01 working day from the date of receiving the dossier, the provincial-level business registration authority shall examine the validity of the dossier and issue a confirmation certificate regarding the enterprise, branch, representative office, or business location notifying the business suspension or operation suspension.
Does the enterprise have to notify before the end of the business suspension time limit in Vietnam?
Under current regulations, the enterprise is not required to notify before the end of the business suspension time limit. Instead, the enterprise is responsible for confirming the resumption of operations after the suspension period has ended.
Specifically, according to Clause 8, Article 60 of Decree 168/2025/ND-CP, as amended and supplemented by Decree No. 292/2026/ND-CP, within 05 working days from the end date of the notified business suspension period, the legal representative of the enterprise must confirm the resumption of business operations and commit to having fully performed the enterprise registration obligations with the provincial-level business registration authority according to the process on the National Business Registration Portal.
This confirmation is a mandatory obligation to help the business registration authority accurately update the operational status of the enterprise. If the enterprise fails to perform this on time, the business registration authority will proceed with the processing steps as prescribed, including requesting the enterprise to report its operational status, and in case the enterprise continues to fail to comply, the authority may revoke the ERC in accordance with the law.
Summary table of milestones enterprises need to note during business suspension in Vietnam
| Content | Regulation |
| Time to notify business suspension | At least 03 working days before the date of suspension |
| Suspension period for each notification | Not exceeding 12 months |
| Total consecutive business suspension period | Not exceeding 24 months |
| Time limit to confirm the resumption of operations after the end of the suspension period | Within 05 working days from the end date of the notified suspension period |
| Time limit for the business registration authority to send a report request if the enterprise fails to confirm | Within 10 working days from the expiration of the confirmation time limit |
| Time limit for the enterprise to send a report after being requested | Within 06 months from the expiration of the time limit for sending the report request |
| Consequences of failing to report | Having the enterprise registration certificate revoked and having to carry out dissolution procedures |
Frequently Asked Questions
Can an enterprise suspend business operations multiple times?
Yes. An enterprise is allowed to register for business suspension multiple times if there is a need. However, from July 23, 2026, the total consecutive business suspension time limit of all registrations must not exceed 24 months.
What must the enterprise do after the business suspension over 24 months ends?
After the maximum suspension period of 24 months expires, the enterprise must choose one of the following options:
- Continue business operations;
- Carry out dissolution procedures if there is no longer a need to operate;
- Carry out other legal procedures as prescribed (division, separation, consolidation, merger, conversion… if any).
The enterprise is not allowed to continue registering for consecutive business suspensions exceeding the statutory time limit.
Does the enterprise have to submit a dossier to register to resume operations?
After the suspension period expires, the enterprise does not have to submit a dossier to register to resume operations as before, but must confirm the resumption of business operations on the National Business Registration Portal within 05 working days from the end date of the notified suspension period.
During the business suspension, does the enterprise have to fulfill tax obligations?
The business suspension does not terminate all obligations of the enterprise. The enterprise must still fully perform financial obligations, tax obligations, debt payments, and other obligations arising before or during the suspension period in accordance with tax laws and related laws.
The above are the new regulations on the case where business suspension over 24 months leads to enterprise registration certificate revocation in Vietnam. If you need consultation on enterprise procedures, please contact Viet An Law for prompt and accurate support.
Lawyer in charge: Lawyer Trung Thi Lieu
Article censored by: Trainee Lawyer Do Quynh Trang
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