Dissolving Enterprises: Which Invoices for Asset Liquidation?

Short answer: An enterprise undergoing dissolution that has ceased business operations but has not completed the procedure for terminating the validity of its tax code, when liquidating assets or goods requiring invoices to be handed to buyers, is granted e-invoices per transaction by the tax authority: a sales invoice for cases paying value-added tax under the direct method, and a value-added tax invoice for cases paying value-added tax under the credit method (points a.2.1 and b.1.1, Clause 2, Article 6 of Decree 254/2026/ND-CP). Before being granted invoices, the enterprise must fully declare and pay all taxes, fees, and charges as prescribed (point b, Clause 3, Article 26 of the Law on Tax Administration 108/2025/QH15).

Legal basis

• Law on Tax Administration No. 108/2025/QH15, effective from 01/7/2026 (replacing the Law on Tax Administration 2019) — point b, Clause 3, Article 26;
• Decree 254/2026/ND-CP dated 30/6/2026 of the Government on invoices and vouchers — Clause 2, Article 6.

What invoices are granted to a dissolving enterprise liquidating assets?

Under points a.2.1 and b.1.1, Clause 2, Article 6 of Decree 254/2026/ND-CP, the tax authority grants per-transaction e-invoices for the following cases:

• Sales invoice — for cases paying value-added tax under the direct method: “Ceased business operations but not yet completed the procedure for terminating the validity of the tax code, with asset or goods liquidation requiring invoices to be handed to buyers”;
• Value-added tax invoice — for cases paying value-added tax under the credit method: “Ceased business operations but not yet completed the procedure for terminating the validity of the tax code, with asset or goods liquidation requiring invoices to be handed to buyers”.

Thus, the type of invoice granted depends on the value-added tax calculation method the enterprise is applying, not a single invoice type for all cases. Enterprises paying VAT under the credit method are granted VAT invoices; enterprises paying VAT under the direct method are granted sales invoices.

Conditions for being granted per-transaction invoices

Under point b, Clause 3, Article 26 of the Law on Tax Administration 108/2025/QH15, household businesses and business individuals not using e-invoices, and enterprises, economic organisations, and other organisations wishing to use invoices, must fully declare and pay all taxes, fees, and charges as prescribed by tax, fee, and charge laws and other relevant laws before the tax authority grants tax-authority-coded e-invoices per transaction.

The order and procedures for granting per-transaction e-invoices follow the regulations of the Minister of Finance (point d, Clause 2, Article 6 of Decree 254/2026/ND-CP). In practice, the enterprise should contact the managing tax authority directly for guidance on the dossier requesting invoices for each specific asset liquidation.

Notes on tax obligations upon enterprise dissolution

Asset liquidation during dissolution is tied to the enterprise’s tax obligations, including:

• Finalising corporate income tax and value-added tax up to the time of cessation of operations;
• Declaring and paying taxes arising from asset liquidation and transfer activities;
• Completing the procedure for terminating the validity of the tax code with the tax authority before submitting the dissolution dossier to the business registration authority.

An enterprise is only deemed to have completed dissolution when it has paid all tax debts and completed the tax code termination procedure as prescribed by tax administration law.

Frequently asked questions

May an enterprise whose tax code has been terminated be granted invoices to liquidate assets?

The provision in Clause 2, Article 6 of Decree 254/2026/ND-CP applies to enterprises that have “ceased business operations but not yet completed the procedure for terminating the validity of the tax code”. Accordingly, the enterprise should carry out asset liquidation and request invoice issuance before completing the tax code termination procedure.

Is VAT payable on asset liquidation upon dissolution?

Yes. An enterprise’s asset liquidation and sale activities are subject to value-added tax under VAT law; the enterprise must fully declare and pay taxes before being granted invoices.

Notes on applying the current legal regulations

The Law on Tax Administration 108/2025/QH15 is effective from 01/7/2026, replacing the Law on Tax Administration 2019 (No. 38/2019/QH14); Decree 254/2026/ND-CP provides detailed regulations on invoices and vouchers. Old invoice regulations under Decree 123/2020/ND-CP should be cross-checked against the current instruments when applied.

Common risks to note

• Mistakenly believing all dissolving enterprises are only granted sales invoices — in fact the invoice type depends on the VAT calculation method;
• Liquidating assets after having completed the tax code termination procedure;
• Failing to fully declare and pay taxes arising from asset liquidation before requesting invoice issuance.

How can ANT Legal assist?

ANT Legal advises on enterprise dissolution procedures, tax obligations upon dissolution, procedures for requesting the tax authority to issue invoices during asset liquidation, and legal issues relating to enterprise cessation. For detailed advice, please contact our lawyers at 0966.475.966.

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