How Is a Private Enterprise Dissolved in Vietnam? Dossier & Procedure

In which cases can a private enterprise be dissolved?

Under Article 207 of the Law on Enterprises 2020, a private enterprise may be dissolved in the following cases:

– Under a resolution or decision of the enterprise owner, for a private enterprise;

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– Revocation of the Enterprise Registration Certificate, except where the Law on Tax Administration provides otherwise.

Thus, as the owner of a private enterprise, you have the right to decide to dissolve your enterprise.

What does the dissolution dossier of a private enterprise include?

The dissolution dossier components under Clause 1, Article 208 and Article 210 of the Law on Enterprises 2020 include:

– Notice of enterprise dissolution;

– Resolution or decision on enterprise dissolution;

– Report on liquidation of enterprise assets;

– List of creditors and paid debts, including payment of all tax debts and debts for social insurance, health insurance and unemployment insurance contributions for employees after the decision to dissolve the enterprise (if any).

How is the dissolution procedure of a private enterprise carried out?

Dissolution of a private enterprise under a resolution or decision of the private enterprise owner

Dissolution of a private enterprise in this case is carried out in accordance with Article 70 of Decree 168/2025/ND-CP on enterprise registration.

Step 1: Notify the dissolution of the enterprise to the Business Registration Authority

– Within 07 working days from the date of approving the dissolution resolution or decision, the enterprise sends a notice of enterprise dissolution to the provincial Business Registration Authority where the enterprise’s head office is located. The dossier sent to the provincial Business Registration Authority includes:

+ Notice of dissolution of the private enterprise;

+ Debt settlement plan (if any)

– Within 01 working day from the date of receiving the notice of enterprise dissolution, the provincial Business Registration Authority must:

+ Publish the Step 1 documents and announce the enterprise’s status as undergoing dissolution procedures on the National Enterprise Registration Portal;

+ Change the enterprise’s legal status in the National Enterprise Registration Database to “undergoing dissolution procedures”;

+ Send information on the enterprise’s dissolution to the tax authority.

– The enterprise completes its tax obligations with the tax authority.

Step 2: Pay all debts

Step 3: Carry out procedures to terminate the operations of branches, representative offices and business locations of the enterprise at the provincial Business Registration Authority where the branch, representative office or business location is situated.

Step 4: Submit the dissolution registration dossier to the Business Registration Authority.

– Within 05 working days from the date of paying all debts of the private enterprise, the enterprise sends the dissolution registration dossier to the provincial Business Registration Authority where the enterprise’s head office is located.

The dissolution registration dossier includes:

+ Notice of enterprise dissolution;

+ Report on liquidation of enterprise assets;

+ List of creditors and paid debts, including payment of all tax debts and debts for social insurance, health insurance and unemployment insurance contributions for employees after the decision to dissolve the enterprise (if any).

– After receiving the dissolution registration dossier, the provincial Business Registration Authority sends information on the enterprise’s dissolution registration to the tax authority.

– Within 02 working days from the date of receiving information from the provincial Business Registration Authority, the tax authority sends its opinion on the enterprise’s fulfillment of tax payment obligations to the Business Registration Authority.

– Within 05 working days from the date of receiving the dissolution registration dossier, the provincial Business Registration Authority changes the enterprise’s legal status in the National Enterprise Registration Database to “dissolved” if it does not receive a refusal opinion from the tax authority, and issues a notice of the enterprise’s dissolution.

Note: After 180 days from the date the provincial Business Registration Authority receives the notice together with the enterprise’s dissolution resolution or decision, if the provincial Business Registration Authority does not receive the enterprise’s dissolution registration dossier and a written objection from a related party, the provincial Business Registration Authority changes the enterprise’s legal status in the National Enterprise Registration Database to “dissolved”, sends information on the enterprise’s dissolution to the tax authority, and issues a notice of the enterprise’s dissolution within 03 working days from the end of the above time limit.

Dissolution of a private enterprise upon revocation of the Enterprise Registration Certificate or under a Court decision

Registration of dissolution of an enterprise upon revocation of the Enterprise Registration Certificate or under a Court decision must be carried out in accordance with the order and procedures provided in Article 71 of Decree 168/2025/ND-CP.

Step 1: Publish the decision and announce the enterprise’s status as undergoing dissolution procedures

Within 01 working day from the date of issuing the decision to revoke the Enterprise Registration Certificate or receiving the Court’s legally effective decision, the provincial Business Registration Authority publishes the decision and announces the enterprise’s status as undergoing dissolution procedures on the National Enterprise Registration Portal, changes the enterprise’s status in the National Enterprise Registration Database to “undergoing dissolution procedures” and sends information on the enterprise’s dissolution to the tax authority.

Step 2: The private enterprise pays all of its debts

Step 3: Submit the dissolution registration dossier

Within 05 working days from the date of paying all debts of the enterprise, the private enterprise owner sends the dissolution registration dossier to the provincial Business Registration Authority where the enterprise’s head office is located.

The dossier, order and procedures for dissolution registration follow Step 4 of the dissolution procedure for a private enterprise under a resolution or decision of the private enterprise owner.

Note: After 180 days from the date the provincial Business Registration Authority announces the enterprise’s status as undergoing dissolution procedures on the National Enterprise Registration Portal, if the provincial Business Registration Authority does not receive the enterprise’s dissolution registration dossier and a written objection from a related party, the provincial Business Registration Authority changes the enterprise’s legal status in the National Enterprise Registration Database to “dissolved”, sends information on the enterprise’s dissolution to the tax authority, and issues a notice of the enterprise’s dissolution within 03 working days from the end of the above time limit.