Close Company in Vietnam is a legal procedure to terminate the operation of an enterprise 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 procedure for closing a company in Vietnam in 2026, including the conditions for dissolution, required documents, implementation steps, processing time, and important legal notes to help enterprises complete the procedure quickly, lawfully, and cost-effectively. Depending on the context, foreign investors may also search for this procedure using terms such as company dissolution Vietnam or liquidate company Vietnam.
Table of contents
| Content | Information |
| Procedure | Enterprise dissolution |
| Conditions | No outstanding debts or financial obligations |
| Competent authority | Business Registration Authority – Department of Finance |
| Time | 30–90 days |
| Key step | Tax finalization and closure of the company tax code |
Under Article 207 of the Law on Enterprises 2020 (amended in 2025), enterprise dissolution is the process of terminating the legal status of an enterprise after completing asset liquidation, settling all debts, and fulfilling all financial obligations to the State.
Enterprise dissolution is considered a lawful way for a business to withdraw from the market when it no longer wishes to continue operations or falls into cases where it must cease operation in accordance with the law.
It should be noted that enterprise dissolution is different from bankruptcy. While dissolution applies when the enterprise is still able to pay all debts, bankruptcy occurs when the enterprise loses its ability to pay debts and must follow court procedures. Therefore, when foreign clients ask how to close company in Vietnam, it is important to distinguish between a normal dissolution procedure and insolvency proceedings.
According to the Law on Enterprises 2020 and Decree 168/2025/ND-CP on enterprise registration, when carrying out the procedure to close a company in Vietnam, the enterprise must prepare a dossier and submit it to the Business Registration Authority – Department of Finance where the head office is located.
The dissolution dossier usually includes the following documents:
The notice of dissolution must be prepared in the prescribed form of the business registration authority and must clearly state:
The dissolution decision is issued by the company owner, Members’ Council, or General Meeting of Shareholders depending on the type of enterprise.
The decision must specify:
This document applies to:
The minutes must record the opinions and voting ratio approving the dissolution of the enterprise.
The enterprise must prepare an asset liquidation report specifying:
This list must show:
The enterprise must complete tax finalization procedures and close the tax code with the tax authority before completing the dissolution process.
Currently, tax status confirmation is carried out through the inter-agency data connection mechanism between the tax authority and the business registration authority.
If the enterprise used a seal previously issued by the police authority, it must return the seal in accordance with regulations. For self-engraved enterprise seals, this procedure is not required.
When preparing the dossier for company dissolution Vietnam, the enterprise should note that:
Only after all these conditions are satisfied will the Business Registration Authority – Department of Finance update the enterprise’s status as dissolved on the National Enterprise Registration System.
Under Article 207 of the Law on Enterprises, an enterprise may be dissolved in the following cases:
Voluntary dissolution occurs when the enterprise decides to terminate its business operation based on the decision of:
An enterprise is subject to compulsory dissolution in the following cases:
In addition, the enterprise must also carry out dissolution if the operating term stated in the company charter expires and no extension is made.
According to Clause 2, Article 207 of the Law on Enterprises, an enterprise is only permitted to dissolve if all of the following conditions are satisfied:
These are the core legal conditions in any company dissolution Vietnam procedure.
According to Clause 5, Article 208 of the Law on Enterprises, the debts of the enterprise must be settled in the following order:
Only after all these obligations have been fully settled may the enterprise complete the dissolution procedure in accordance with the law.
The dissolution decision must include the following contents: enterprise name and address; reason for dissolution; deadline for contract liquidation and debt payment (maximum of 06 months); and plan for handling obligations arising from labor contracts.
The enterprise must terminate the operation of all branches, representative offices, and business locations, if any.
The enterprise must notify the Business Registration Authority – Department of Finance, confirm customs obligations with the Customs Department, and notify relevant parties. The time limit for submitting the notice is within 10 days from the date of issuance of the dissolution decision.
This step includes:
For many foreign investors, this is the stage most commonly associated with the phrase liquidate company Vietnam.
The dissolution dossier must be submitted to the Business Registration Authority – Department of Finance within 05 working days from the date all debts have been fully paid.
Note: In some localities such as Hanoi, Ho Chi Minh City, and Bac Ninh, the result of the dissolution dossier is currently issued in electronic form.
Dissolution and bankruptcy both result in the termination of business operations, but they are fundamentally different in legal nature.
Enterprise dissolution is only possible when the enterprise is capable of paying all debts and property obligations. The dissolution procedure is carried out by the enterprise and managed by the Business Registration Authority.
In contrast, enterprise bankruptcy occurs when the enterprise loses the ability to pay due debts and must follow legal proceedings before the competent People’s Court under the Law on Bankruptcy.
When an FDI enterprise carries out dissolution, it must also complete the procedure for termination of the investment project under the Law on Investment 2020. In addition to the dossier required for domestic enterprises, the following documents must also be included:
Step 1: Terminate the investment project in accordance with investment law
Step 2: Carry out enterprise dissolution procedures similar to domestic enterprises
Step 3: Finalize taxes, customs obligations, and employee benefits
Estimated completion time: 04 to 06 months
| Criteria | Domestic enterprise dissolution | FDI enterprise dissolution |
| Conditions | Full payment of debts and no disputes | Full payment of debts and no disputes; plus termination of the investment project |
| Competent authorities | Tax authority, Customs Department, and Business Registration Authority – Department of Finance | Tax authority, Customs Department, Business Registration Authority – Department of Finance, and investment registration authority |
| Time and cost | 02–04 months | 04–06 months |
The cost to close a company in Vietnam typically includes several expenses, such as tax finalization and tax code closure, publication of dissolution information on the National Business Registration Portal, asset liquidation costs, settlement of financial obligations (if any), and legal service fees when the enterprise engages a professional service provider.
In practice, the total cost of company dissolution in Vietnam generally ranges from VND 8,000,000 to VND 30,000,000, depending on factors such as the company’s tax status, accounting records, and any outstanding financial obligations that must be settled before the dissolution is completed.
For companies with complex accounting records, unpaid taxes, or multiple business locations, the cost to close a company in Vietnam may be higher due to additional tax finalization procedures and administrative requirements.
The time required for enterprise dissolution in Vietnam is usually from 02 to 04 months, depending on tax finalization and settlement of financial obligations.
No. All tax debts must be fully paid before the enterprise can complete the dissolution procedure.
For domestic enterprises, it usually takes 02–04 months. For FDI enterprises, it usually takes 04–06 months.
Yes. This is a mandatory requirement under the Law on Investment 2020.
Yes. Before completing company dissolution in Vietnam, an enterprise must liquidate its assets to settle outstanding debts and financial obligations. Only after all liabilities are fully paid can the company proceed with the final steps to close a company in Vietnam and complete the dissolution procedure.
No. Foreign investors may only transfer their capital contributions or profits abroad after the company has settled all debts, fulfilled tax obligations, and completed asset liquidation during the dissolution process. Once these financial obligations are fully completed, the remaining capital may be transferred overseas in accordance with legal regulations.
Viet An Law provides full-service support for closing a company in Vietnam, helping enterprises complete all legal procedures required to terminate business operations in accordance with the law.
The procedure to close company in Vietnam requires strict compliance with legal processes and full completion of financial obligations. If handled incorrectly, the enterprise may face legal risks or prolonged processing time. Viet An Law is ready to accompany clients throughout the entire company dissolution Vietnam process. If you need legal advice or professional support to liquidate company Vietnam, please contact Viet An Law for prompt and professional assistance.
