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Cancel Company Dissolution Status in Vietnam 2026: Procedure & Guide

In a dynamic and flexible economic landscape, many entrepreneurs discover new business opportunities or resolve internal difficulties after filing for termination, leading to a desire to maintain their existing legal entity. However, can a company that has already filed for dissolution reverse the process, and how does the current legal framework govern this issue? In the following article, Viet An Law will provide a detailed guide on the latest regulations to cancel company dissolution status in Vietnam 2026: procedure & guide, helping clients swiftly restructure and stabilize their business operations.

Cancel company dissolution status in Vietnam 2026: procedure & guide

Cancel company dissolution status in Vietnam 2026: procedure & guide

Can a company undergoing dissolution restore dissolved company status to resume operations?

The answer is yes. Business law always creates the most favorable conditions for economic organizations to maintain and develop. However, resuming operations is not automatic; it must be accompanied by strict conditions regarding time and legal status.

A business is only allowed to resume operations when its status in the national business registration database is still at “In the process of dissolution”. If the system has updated its status to “Resolved”, then the company’s dissolution process has completely ended and cannot be resumed.

When is it allowed to cancel enterprise dissolution in Vietnam?

According to Articles 64 and 65 of Decree 168/2025/ND-CP, enterprises have the right to revoke company dissolution status if they meet the following conditions:

  • Time limit: This must be done within 180 days from the date the provincial business registration authority receives the resolution or decision on dissolution from the enterprise.
  • Legal status: The enterprise’s status on the National Information System must not have been changed to “dissolved”.
  • Enterprise’s will: The enterprise voluntarily decides not to continue with the dissolution process and has a valid document/resolution canceling the previous decision.

(ảnh: Conditions for restoring business operations in Vietnam)

When is it impossible to restore dissolved company status?

Conversely, if the above conditions are not met, the enterprise will lose the right to restore its status in the following cases:

  • More than 180 days have passed since the business registration authority received the business dissolution application.
  • The procedure has been completed: The business has provided all necessary dissolution documents and the business registration authority has issued an official notice regarding the business’s dissolution.
  • The tax identification number has been permanently closed: The tax authority has issued a notice terminating the validity of the tax identification number (completing the dissolution decision) and transferred the data to the business registration authority.

What dossiers are required to cancel business dissolution?

To resume operations, businesses need to prepare a set of documents to submit to the Business Registration Authority under the Department of Finance where the business is headquartered, including:

  • Notification of the cancellation of the resolution or decision to dissolve the business.
  • Accompanying Decision/Resolution:
    • For sole proprietorships: Decision of the sole proprietor.
    • For single-member limited liability companies: Decision of the company owner.
    • For limited liability companies with two or more members and partnerships: Resolution of the Board of Members.
    • For joint-stock companies: Resolution of the General Meeting of Shareholders.
  • Authorization letter for an individual to submit the documents (if not the business representative directly).
  • Legal documents of the person directly submitting the documents, such as: Citizen ID card, Citizen ID card, passport.

Procedure to stop company dissolution process

When deciding to cancel business dissolution, customers need to follow the procedure for notifying the business dissolution in the following order:

Procedure to stop company dissolution process

Step 1: Submit the application to the Business Registration Authority.

  • Submitting entity: Legal representative or authorized person.
  • Submission method:
    • Online submission via the National Business Registration Portal;
    • Direct submission/by mail to the Provincial Business Registration Office.

Note: Currently, the business registration application process is being implemented synchronously online. Therefore, businesses will submit 100% of their applications through the National Business Registration Portal.

Step 2: Receiving the results of business recovery after dissolution

  • Processing time: Within 1 working day from the date of receiving a valid notification.
  • Responsibilities of the Business Registration Authority:
    • Publish the notification and decision to cancel the dissolution on the National Information Portal.
    • Restore the legal status of the enterprise (including branches, representative offices, and business locations) on the system.
    • Synchronize and send the restoration information to the Tax Authority.

Legal issues arising when you cancel enterprise dissolution

Does a company undergoing dissolution have to pay a fine if it wants to resume operations?

According to Article 64 of Decree 168/2025/ND-CP, the act of notifying the cancellation of the dissolution decision (if submitted within the 180-day deadline) is a right of the enterprise and does not incur any penalties.

However, if during the “in dissolution” period, the enterprise commits tax violations (late filing of tax returns, failure to pay all outstanding taxes, etc.) or other unresolved violations, the enterprise will still be subject to corresponding administrative penalties from state agencies.

Can an enterprise resume normal operations after dissolution?

After the Business Registration Authority restores the legal status and the Tax Authority restores the tax identification number, the enterprise can continue its operations, sign contracts, issue invoices, and fulfill its rights and obligations as usual.

Note: Enterprises should review their subsidiary licenses to see if any have expired or been revoked during the temporary suspension/dissolution process and apply for renewal.

Comparing cancel enterprise dissolution and establishing a new company

Comparison criteria Cancellation of enterprise dissolution status Establishing a new company
Tax code & business registration number Maintain the old number; preserve the operating history and seniority of the legal entity. Issued a completely new business registration number and tax code.
Processing time 01 working day From 03 to 05 working days
Company name Restore the former name without the risk of it being registered by other business entities. Must be searched from scratch; carries the risk of being identical or causing confusion with other brands.
Asset dossiers & specialized licenses Retain ownership rights over assets, trademarks, and sub-licenses (provided these licenses remain legally effective). Must re-execute all new registration procedures or perform procedures to transfer assets from the old legal entity.
Financial & tax obligations Must perform tax finalization and fulfill all outstanding tax obligations incurred previously (if any). Subject to new establishment fees, stamp engraving fees, purchase of digital signatures, e-invoices, and initial tax declaration obligations.
Credit history & capability profile Retain the capability profile, as well as the transaction history with banks and commercial partners. The capability profile starts from zero; faces more difficulties when participating in project bidding that requires seniority.
Recommended cases Enterprises with long-standing brand reputation in the market that wish to retain the old legal entity status to continue business. The old enterprise has incurred excessive tax debt, faces complex internal disputes, or wishes to completely change its strategic direction.

Practical case analysis of restoring enterprise legal status

Case 1: The enterprise files for dissolution but changes its business direction

  • Situation: Company A, a limited liability company, submitted a dissolution decision in February 2026 due to business losses. In April 2026 (after two months), the company found a foreign partner willing to invest capital and wished to continue its business.
  • Solution: Since it is still within the 180-day period and the status on the portal remains “in the process of dissolution”, Company A only needs to convene a meeting of its Board of Members, issue a resolution to cancel the dissolution, and send a notification to the Business Registration Authority under the Provincial Department of Finance via the National Business Registration Portal. Within one day, the company’s legal status will be restored, allowing it to sign a contract with the new partner.

Case 2: The enterprise’s status is updated to “in dissolving” due to information transferred by the tax authorities

  • Situation: Company B received a notice from the Tax Authority to close its tax identification number due to a violation (not operating at its registered address). The business registration system automatically updated its status to “in the process of dissolution”.
  • Solution: To restore its registration, Company B must address the root cause of the problem. First, it must work with the Tax Authority, pay the fine, and submit all missing documents to request the restoration of its tax identification number. After the Tax Authority agrees to unlock the number, the data will be transferred to the Business Registration Authority to restore its normal operating status.

Case 3: The enterprise wants to retain its old legal entity status for reasons of commercial reputation

  • Situation: Company X, a joint-stock company, has been operating for 10 years and has won many large contracts. Due to internal disagreements within the management board regarding management direction, the General Shareholders’ Meeting approved its dissolution. A few weeks later, the shareholders successfully reconciled and wished for the company to resume operations.
  • Solution: If a new company is established, Company X will lose its entire 10-year “capability record” for bidding. Therefore, proceeding with the cancellation of the dissolution status according to Decree 168/2025/ND-CP is the most optimal solution, allowing the company to retain its long-standing reputation and unfinished contracts.

Legal Q&A on canceling the dissolution status of an enterprise

Can an enterprise that is being dissolved resume operations?

Yes, an enterprise undergoing complete dissolution can resume operations. However, the business must follow the procedures for notifying the authorities of the company’s dissolution as analyzed in the section above.

Can a company undergoing dissolution issue invoices?

Once a company has completed the dissolution process and its tax identification number has been closed/blocked pending final settlement, it is not permitted to use or issue commercial invoices. The dissolution cancellation procedure and restoration of the tax identification number are required before invoices can be issued again.

Can a tax identification number that has been deactivated be restored?

If the tax identification number is terminated due to the business completing voluntary dissolution and the Business Registration Authority has recorded it as “dissolved”, it cannot be restored. However, if the tax identification number is deactivated while awaiting dissolution or due to administrative violations (abandoning the business address), the business still has the opportunity to apply for restoration of the tax identification number according to the regulations of the Law on Tax Administration.

If you have any questions or require assistance regarding the cancel company dissolution status in Vietnam 2026: procedure & guide, please contact Viet An Law Firm for prompt support.

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