Tiếng Việt
中文Yes. A multi-member limited liability company being merged must complete tax payment obligations and tax-dossier-related obligations (including corporate income tax finalization) before the merger, and carry out procedures for terminating the validity of the tax code. This is provided in Clause 2, Article 17 of the 2025 Law on Tax Administration (108/2025/QH15).
1. Tax obligations of a merged company
Clause 2, Article 17 of the 2025 Law on Tax Administration (108/2025/QH15):
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“An enterprise being split, consolidated or merged is responsible for completing tax payment obligations and tax-dossier-related obligations before the split, consolidation or merger. Where tax payment obligations have not been completed, the split enterprise and the enterprise resulting from the split; the consolidated enterprise; the surviving enterprise shall be responsible for inheriting the interests and completing the tax payment obligations.”
Thus, the merged company must: pay all outstanding tax debts (including late payment interest and penalties), file the corporate income tax finalization dossier up to the time of the merger, and carry out procedures for terminating the validity of the tax code with the directly managing tax authority. If not completed, the surviving company inherits all these obligations.
2. Time limit and dossier for tax finalization upon merger
– Time limit: the tax finalization declaration dossier for cases of enterprise reorganization must be filed no later than the 45th day from the date the event (merger) occurs, under the 2025 Law on Tax Administration and guiding Decree 252/2026/ND-CP;
– Dossier includes: (a) The tax finalization declaration; (b) Financial statements up to the time of the merger; (c) Other documents related to tax finalization.
Note: enterprise reorganization does not change the tax payment deadlines of the reorganized enterprise (Point d, Clause 2, Article 17 of Law 108/2025/QH15).
Notes on applying current legal provisions
The 2025 Law on Tax Administration (108/2025/QH15) takes effect from 01/7/2026, replacing the 2019 Law on Tax Administration; Circular 105/2020/TT-BTC on tax registration is no longer applicable. The order and procedures for terminating the validity of a tax code are carried out under Law 108/2025/QH15 and guiding documents (Decree 252/2026/ND-CP). Where advice on enterprise merger procedures is needed, you should contact an ANT Legal lawyer at 0966.475.966.
How can ANT Legal help?
ANT Legal supports advising on enterprise merger and consolidation procedures: tax finalization, terminating the validity of tax codes, enterprise registration and inheriting tax obligations.
For quick advice, you may contact a lawyer at 0966.475.966.
