Company dissolution in Vietnam is the procedure for terminating a company’s operations after completing tax obligations, settling all debts, and executing formalities with the business registration authority. The timeline for this process typically ranges from 30 to 180 days, depending on the enterprise’s tax status, liabilities, and dossier readiness. For a comprehensive guide on navigating this process smoothly, refer to company dissolution in Vietnam 2026: required procedures.
Business dissolution in Vietnam is the termination of a business’s legal status and operations as stipulated by the Law on Enterprises. A business can only be dissolved after all debts have been paid, tax obligations have been fulfilled, and it is not currently involved in any disputes in court or arbitration. After the dissolution process is complete, the business will be removed from the National Database of Business Registration.
| Content | Information |
| Concept | Termination of the enterprise’s legal entity status in accordance with legal regulations |
| Conditions for dissolution | The enterprise ensures the full settlement of all debts and property obligations |
| Dissolution dossier | Notice of dissolution, resolution/decision on dissolution, list of creditors, property liquidation report |
| Handling authorities | Business Registration Office and tax authority |
| Execution timeline | Approximately 30-180 days |
| Result | The enterprise is removed from the National Business Registration Database |
According to Clause 2, Article 207 of the Law on Enterprises, a company can only proceed with company closure procedure Vietnam after it has paid all debts, fulfilled its tax and social insurance obligations, and is not currently involved in any ongoing disputes in court or arbitration. These are mandatory conditions before the business registration authority approves the dissolution.
| Conditions for business dissolution Vietnam | Requirement details |
| Settlement of liabilities | Fully settled all debts and other property obligations of the enterprise |
| Completion of tax obligations | Declared, finalized, and fulfilled all tax obligations in accordance with regulations |
| Fulfillment of obligations to employees | Fully paid salaries, severance allowances, social insurance, and other lawful benefits |
| Absence of legal disputes | Not currently in the process of dispute resolution at Court or Arbitration |
| Responsibility of managers | Enterprise managers are responsible for the truthfulness and accuracy of the dissolution dossier |
To obtain dissolution approval from the business registration authority, a business must simultaneously meet the following conditions:
Note: In cases where a business becomes unable to pay its debts when due, it is not permitted to proceed with dissolution procedures but must consider initiating bankruptcy proceedings in accordance with the Law on Bankruptcy.
When carrying out the company liquidation procedure Vietnam, businesses must prepare a complete dissolution dossier in accordance with the provisions of the 2020 Law on Enterprises and Decree 168/2025/ND-CP. The company dissolution dossier includes documents proving the cessation of operations, liquidation of assets, fulfillment of tax obligations, and payment of debts before the business registration authority updates the company’s dissolution status.
| No. | Company dissolution dossier components | Mandatory |
| 1 | Notice of corporate dissolution | ✓ |
| 2 | Decision on company dissolution | ✓ |
| 3 | Minutes of the meeting on corporate dissolution (for multi-member LLCs, joint-stock companies) | ✓ |
| 4 | Corporate property liquidation report | ✓ |
| 5 | List of creditors and paid debts | ✓ |
| 6 | List of employees and settlement of employee benefits (if any) | ✓ |
| 7 | List of employees and settlement of employee benefits (if any) | ✓ |
| 8 | Seal and certificate of seal sample registration issued by the police authority (if any) | If applicable |
Business dissolution applications can be submitted online or in person at the Business Registration Authority under the Department of Finance where the business is headquartered.
No. If the company dissolution documents are incomplete or contain errors, the business registration authority will request amendments and additions before processing.
The company dissolution notice 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 business.
The content of the dissolution decision must include:
Meeting minutes are a mandatory document for:
The meeting minutes reflect the opinions and voting percentages regarding the dissolution of the business.
Businesses must prepare an asset liquidation report, specifically:
This document shows that the business has fulfilled its financial obligations before dissolution, including:
Before completing the company dissolution procedures, the business must settle its taxes and fulfill its obligations to the tax authorities. Currently, this confirmation is carried out through an integrated mechanism between the tax authorities and the business registration authority.
For businesses using seals previously issued by the police, the seal must be returned according to regulations. If a self-engraved seal is used, it does not need to be returned upon dissolution.
When preparing company dissolution documents, businesses need to note:
After fulfilling all the above conditions, the Business Registration Authority will update the company’s legal status to “Dissolved” in the National Business Registration Database.
| Step | Execution content | Timeline |
| 1 | Approve the decision on corporate dissolution | According to internal decision |
| 2 | Terminate operations of dependent units | Prior to submitting the dissolution dossier |
| 3 | Notify the competent authorities | Within 10 days from the date the decision is approved |
| 4 | Liquidate assets, settle debts, and finalize tax | Maximum of 06 months |
| 5 | Submit the corporate dissolution dossier | Within 05 working days from the date of full debt settlement |
Businesses must issue a dissolution decision approved by the company owner, the Board of Members, or the General Meeting of Shareholders.
The dissolution decision must include the following information:
Before proceeding with the company dissolution procedure, the business must complete the procedures for terminating operations for:
This is a mandatory requirement before the business registration authority will consider the company dissolution application.
Within 10 days of the dissolution decision being approved, the enterprise must send a notice of dissolution to:
This is the most crucial stage in the business dissolution process.
The business must:
Within 5 working days from the date of full payment of all debts, the enterprise must submit the dissolution application to the Business Registration Authority.
After the application is deemed valid and the competent authority confirms that the enterprise has fulfilled its obligations as prescribed, the legal status of the enterprise will be updated to “Dissolved” in the National Database of Business Registration.
The costs of company dissolution typically ranges from 3 million to 30 million VND, depending on the company’s tax status, accounting records, debts, and financial obligations. If the business needs to settle taxes or resolve outstanding issues from many years, the cost may be higher.
| Costs | Execution content |
| Dissolution tax finalization | Review accounting records, declare, and complete tax obligations |
| Tax code closure | Execute procedures for the termination of tax code validity |
| Asset liquidation | Handle assets and related financial obligations |
| Corporate dissolution dossier | Draft and submit the dossier to the competent authority |
| Company dissolution services Vietnam (if any) | Act as the representative to execute procedures under authorization |
The process of dissolving a company typically takes between 30 and 180 days from the date the company approves the dissolution decision. The actual timeframe depends primarily on the tax settlement process, debt repayment, and completion of the company dissolution documentation.
| Tasks | Execution timeline |
| Notification of the dissolution decision | Within 10 days from the date the decision is approved |
| Asset liquidation and liability settlement | Not exceeding 06 months |
| Submission of the corporate dissolution dossier | Within 05 working days from the date of full debt settlement |
| Update of the dissolved status | According to the processing results of the business registration authority |
After 180 days from the date the business registration authority receives the dissolution notice without any objections from the relevant parties, the business will be considered for updating its legal status as prescribed.
Currently, in some localities such as Hanoi, Ho Chi Minh City, and Bac Ninh, the results of business dissolution are delivered electronically through the business registration system.
Distinction between company dissolution and corporate bankruptcy
| Criteria | Corporate Dissolution | Corporate Bankruptcy |
| Conditions | Full settlement of all debts | Insolvency (loss of ability to pay debts) |
| Resolving authorities | Tax authority and Business Registration authority | Court |
| Nature | Administrative procedure | Judicial procedure |
| Purpose | Terminate lawful operations | Handle the insolvency situation |
| Timeline | Usually faster | Usually more prolonged |
The most significant difference is that a business can only be dissolved after all debts have been paid, whereas bankruptcy applies when a business becomes insolvent as stipulated by the Law on Bankruptcy.
For FDI enterprises, in addition to the business dissolution procedure, they must also carry out the procedure for terminating the investment project and amending the Investment Registration Certificate.
| Criteria | Domestic enterprise | FDI enterprise |
| Conditions for dissolution | Full settlement of all debts and property obligations; not currently in the process of dispute resolution at Court or Arbitration | Similar to domestic enterprises, and must additionally execute procedures for the termination of the investment project |
| Resolving authorities | Tax authority, customs authority (if any), and Business Registration Office | Tax authority, customs authority (if any), Business Registration Office, and investment registration authority |
| Dossier | Corporate dissolution dossier in accordance with the provisions of the Law on Enterprises | Corporate dissolution dossier and the dossier for termination of the investment project |
| Execution timeline | Approximately 2–4 months | Approximately 4–6 months or longer, depending on the status of the project |
| Level of complexity | Ordinary/Standard | More complex due to its involvement with investment procedures |
Foreign direct investment (FDI) enterprises, in addition to the company dissolution procedure in Vietnam, must also carry out the procedure for terminating the investment project and handling obligations related to the IRC. Therefore, the process usually takes longer than for domestic enterprises.
During the company dissolution procedure in Vietnam, many companies encounter difficulties due to a lack of understanding of legal regulations and procedures. Some common difficulties include:
The dissolution process usually takes 2 to 4 months. If the business has fulfilled its tax obligations, has no outstanding debts, and has complete dissolution documents, the processing time may be shorter. Conversely, tax settlements or handling of outstanding financial obligations may prolong the dissolution process.
Business dissolution documents typically include a notice of business dissolution, a dissolution decision, meeting minutes (for limited liability companies with two or more members or joint-stock companies), asset liquidation report, list of creditors, and other documents as required by the business registration authority.
No. According to the law, a business can only be dissolved after fulfilling all tax obligations, paying off all debts and other financial obligations before submitting the dissolution documents.
Yes. Tax settlement is one of the important procedures when dissolving a business. The business registration authority only reviews and updates the dissolution status after the business has fulfilled its obligations to the tax authorities.
It is possible. However, the business must address the tax code status as required by the tax authorities before proceeding with the next steps in the company or business dissolution procedure.
Before closing the tax code, the business must carry out the procedure to cancel or process unused electronic invoices according to the regulations of the tax authorities. This is part of the business dissolution dossier and procedure.
Even without generating revenue, businesses must still complete tax-related procedures as required by the tax authorities before finalizing the company dissolution process.
Yes. For FDI enterprises, terminating the investment project is a mandatory procedure before dissolving the business, as stipulated by investment law.
The dissolution process is basically similar. However, the authority to approve the dissolution decision, the required documents, and internal procedures differ depending on the type of business.
In some cases, the legal representative, owner, contributing member, or shareholder may still be liable for unfulfilled obligations or violations arising before the completion of the business’s dissolution.
Viet An Law provides comprehensive business dissolution services for domestic and FDI, assisting clients in completing the procedures for ceasing operations in accordance with legal regulations.
Viet An Law assists clients from the initial stages of document preparation, tax obligation processing, tax code closure, to the completion of business dissolution procedures. Clients requiring consultation are welcome to contact Viet An Law for prompt assistance.
