Upon Enterprise Dissolution, After All Debts Are Paid, May the Remaining Assets Be Distributed?

Short answer: Yes, they may be distributed. After an enterprise has paid all debts and dissolution expenses, the remaining assets belong to the private enterprise owner, members, shareholders, or the company owner in proportion to their ownership of contributed capital or shares (Clause 6, Article 208 of the Law on Enterprises 2020). This is the lawful property right of capital contributors when the enterprise ceases to exist.

Legal basis

• Law on Enterprises 2020 (Article 208), as amended by Law No. 76/2025/QH15 (effective from 1 July 2025).

Payment order upon enterprise dissolution

Under Clause 5, Article 208 of the Law on Enterprises 2020, the debts of an enterprise are paid in the following priority order (an enterprise may only be dissolved when it ensures full payment of all debts and property obligations):

1. Debts of wages, severance allowances, social insurance, health insurance, unemployment insurance, and other benefits of employees;
2. Tax debts;
3. Other debts (supplier debts, loans, etc.);
4. The remaining portion after payment of the enterprise dissolution expenses and the above debts: distributed to the private enterprise owner, members, shareholders, or the company owner in proportion to their ownership of contributed capital or shares (Clause 6, Article 208 of the Law on Enterprises 2020).

Distinction: withdrawing capital while the company is operating vs distributing assets upon dissolution

• Company in operation: shareholders may not withdraw contributed capital in any form, except where the company or another person purchases the shares (Clause 2, Article 119); to exit, they must transfer their shares (Article 127) or request the company to repurchase them (Article 132);
• Dissolved company: after all debts are paid, the remaining assets may be distributed to capital contributors — this is not a “capital withdrawal” but the distribution of assets upon termination of legal entity status.

Frequently asked questions

Is tax payable on the distribution of remaining assets?

Receiving assets upon dissolution may give rise to income tax obligations (for example, personal income tax on the difference exceeding the contributed capital of an individual). The specific tax obligations should be assessed before distribution.

What if assets are distributed while debts remain?

Managers and capital contributors may be jointly liable for the unpaid debts to the extent of the assets distributed; in addition, they may be subject to administrative sanctions.

To dissolve an enterprise in the correct order and lawfully distribute the remaining assets, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.