Company Dissolution in Vietnam

Are you looking for the process of company dissolution in Vietnam in accordance with the regulations of 2026? In reality, terminating operations is not merely filing a dossier; it is a complex issue involving tax finalization and the settlement of financial obligations. Based on the provisions of the Law on Enterprises 2020, this procedure applies to both domestic companies and Foreign Direct Investment (FDI) enterprises, with strict procedural requirements. Therefore, the following article by Viet An Law is going to provide detailed A-Z guidance to assist Clients in completing the company dissolution procedure in Vietnam promptly, accurately, and with optimal cost efficiency.

What is company dissolution?

Definition under the Law on Enterprises

According to Article 207 of the Law on Enterprises 2020, company dissolution is the process of terminating legal entity status (legal personality) through asset liquidation, debt settlement, and the fulfillment of financial obligations to the State. This is a lawful form of market withdrawal, distinct from bankruptcy declared by a Court decision.

Distinction between Dissolution and Bankruptcy

Company dissolution is only permitted when the enterprise guarantees the settlement of all debts, whereas bankruptcy occurs due to insolvency (inability to pay debts). Dissolution is self-executed by the enterprise under the supervision of the business registration authority, whereas bankruptcy must proceed through judicial proceedings at the Court.

Conditions and cases of company dissolution under Law on Enterprises 2020

Voluntary and compulsory dissolution cases

Voluntary dissolution occurs when the owner, private enterprise owner, Board of Members, or General Meeting of Shareholders decides to terminate business operations.

Compulsory dissolution applies when:

• Ordered by a decision of a competent authority;
• The company fails to maintain the minimum number of members for 06 consecutive months;
• The Enterprise Registration Certificate is revoked.

Dissolution due to the expiration of the operating term stated in the Charter without extension is also considered a compulsory case.

Prerequisites for company dissolution in Vietnam

According to Clause 2, Article 207 of the Law on Enterprises 2020, an enterprise may only be dissolved when it has:

• Paid all debts and property obligations. Adhered to the priority of payment under Clause 5, Article 208: Salary arrears and employee benefits à Tax debts à Other debts.
• Not been involved in any dispute settlement process at a Court or Arbitration;
• Fulfilled tax and social insurance obligations.

The 5-step process for company dissolution in Vietnam (Updated from 2026)

Sequence of implementation

Step 1: Passing the Decision on dissolution. The decision must include: Enterprise name and address; reason for dissolution; deadline for contract liquidation and debt payment (maximum 06 months); and the plan for handling obligations arising from labor contracts.

Step 2: Termination of dependent units. Terminate the operations of all branches, representative offices, and business locations of the enterprise (if any).

Step 3: Notification of dissolution. Submit the notice of dissolution to the Business Registration Office, seek confirmation of obligations from the Customs Department, and notify relevant parties within 10 days from the date of issuance.

Step 4: Asset liquidation, debt settlement, employee benefits, and tax finalization

• Pay outstanding debts to partners, third parties, and salary arrears to employees.
• The owner or Board of Members shall directly organize the liquidation; any remainder after debt payment shall be distributed according to the capital contribution ratio.
• Finalize Social Insurance books and return the seal (if applicable).
• Tax Finalization: This is the most critical and time-consuming stage (closing the tax code and finalizing income tax at the supervisory tax authority).

Step 5: Submission of dissolution dossier. Submit the dissolution dossier to the Business Registration Office within 05 working days from the date all debts are paid.

Timeline for domestic companies:

• 02 to 04 months if there are no tax entanglements.
• After 180 days from submitting the notice of dissolution, if no objections are raised, the Business Registration Office updates the status to “dissolved”.

Note: The result of the dissolution dossier is issued electronically for certain provinces/cities such as Hanoi, Ho Chi Minh City, and Bac Ninh.

Dossier components for company dissolution in Vietnam

According to current regulations under Article 64 of Decree 168/2025/NĐ-CP (effective July 1, 2025), the enterprise needs to prepare the following documents for submission to the Business Registration Office:

• Notice of company dissolution (standard form);
• Decision and Minutes of the meeting approving the dissolution;
• Report on asset liquidation, list of creditors, and amount of debts paid;
• Confirmation of tax obligation fulfillment from the tax authority (received via the interconnected mechanism between tax and business registration authorities).

Procedure for FDI company dissolution in Vietnam

Specifics and dossier

FDI enterprises must perform the additional procedure to terminate the investment project under the Law on Investment 2020. In addition to the dossier for domestic enterprises, the following are required:

• Decision to terminate the investment project;
• Original Investment Registration Certificate (returned to the investment registration authority);
• Confirmation of customs obligation fulfillment from the Department of Customs;
• Other documents as prescribed by the investment law.

Sequence of implementation

Step 1: Terminate the investment project in accordance with the investment law.

Step 2: Proceed with company dissolution, similar to domestic enterprises.

Step 3: Tax finalization, customs obligations, and employee benefits.

Timeline: 04 to 06 months.

Comparison table: Domestic vs. FDI company dissolution

Legal risks and important notes for business in Vietnam

Risks of self-dissolution:

• Unfamiliarity with procedures leads to prolonged timelines;
• Errors in tax finalization result in administrative penalties;
• Improper handling of employee benefits causes labor disputes.

Liability of the legal representative:

• The Legal Representative is jointly liable for debts upon the revocation of the Enterprise Registration Certificate.
• Upon dissolution, they must ensure full payment of salaries, severance allowances, and insurance, and provide notice at least 30 days in advance to employees.

Frequently Asked Questions (FAQ)

Can a company with tax debts be dissolved?

No, all tax debts must be paid before completing the company dissolution.

How long does dissolution take?

Domestic enterprises: approximately 02-04 months; FDI enterprises: approximately 04-06 months.

Can dissolution proceed without tax finalization?

No, tax finalization is a mandatory condition.

Must FDI enterprises terminate the investment project first?

Yes, this is a mandatory requirement under the Law on Investment 2020.

Comprehensive company dissolution service

Viet An Law provides a full-package company dissolution service, including:

• Consulting on conditions and procedures;
• Drafting the dossier;
• Performing tax finalization and closing the tax code;
• Obtaining confirmation of customs obligations (for FDI);
• Terminating the investment project (for FDI);
• Submitting the dossier and monitoring results.

Commitment: On schedule, transparent costs, and information confidentiality.

Company dissolution in Vietnam requires strict compliance with legal regulations to avoid legal risks. Viet An Law is ready to accompany clients throughout the company dissolution process. Clients in need of consultation please contact Viet An Law for prompt and professional support.