Enterprise Dissolution in Vietnam: Cases, Order & Procedures Under the Latest Rules

In what cases is an enterprise dissolved?

Under Clause 1 of Article 207 of the Law on Enterprises 2020, an enterprise is dissolved in one of the following cases:

“1. An enterprise is dissolved in the following cases:

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a) The operation term stated in the company charter expires without a decision on extension;

b) Pursuant to a resolution or decision of the enterprise owner for a private enterprise, of the Members’ Council for a partnership, of the Members’ Council or the company owner for a limited liability company, or of the General Meeting of Shareholders for a joint stock company;

c) The company no longer has the minimum required number of members as prescribed by this Law for 06 consecutive months without completing procedures for converting the enterprise type;

d) The Enterprise Registration Certificate is revoked, except where the Law on Tax Administration provides otherwise.”

Note: An enterprise may only be dissolved when it ensures full payment of all debts and other asset obligations and is not in the process of dispute settlement at a court or arbitration.

What is the order and procedure for enterprise dissolution under the law?

Under Article 70 of Decree 168/2025/ND-CP, the order and procedure for enterprise dissolution for the cases at points a, b, c of Clause 1 of Article 207 of the Law on Enterprises 2020 are as follows:

Step 1: Within 07 working days from the date of passing 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 notice must be accompanied by the following documents:

– The resolution, decision and meeting minutes of the Members’ Council for a multi-member limited liability company or partnership, of the General Meeting of Shareholders for a joint stock company; the resolution or decision of the company owner for a single-member limited liability company on the dissolution of the enterprise;

– The debt settlement plan (if any).

Step 2: Within 01 working day from the date of receipt of the notice of enterprise dissolution, the provincial business registration authority must publish the documents specified in Clause 1 of this Article and the notice of the enterprise’s status as undergoing dissolution on the National Enterprise Registration Portal, change the enterprise’s legal status in the National Enterprise Registration Database to “undergoing dissolution procedures” and send information on the dissolution of the enterprise to the tax authority. The enterprise completes its tax obligations with the tax authority in accordance with the Law on Tax Administration.

Step 3: Within 05 working days from the date of full payment of all debts of the enterprise, the enterprise sends the dissolution registration dossier to the provincial business registration authority where the enterprise’s head office is located.

Note: Before submitting the enterprise dissolution registration dossier, the enterprise must complete procedures for terminating the operations of its branches, representative offices and business locations at the provincial business registration authority where such branches, representative offices and business locations are located.

Step 4: After receiving the enterprise 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 receipt of the information from the provincial business registration authority, the tax authority sends its opinion on the completion of the enterprise’s tax payment obligations to the Business Registration Office.

Step 5: Within 05 working days from the date of receipt of the enterprise dissolution registration dossier, the provincial business registration authority changes the enterprise’s legal status in the National Enterprise Registration Database to “dissolved” if no refusal opinion is received from the tax authority, and issues a notice of the enterprise’s dissolution.

Where, after 180 days from the date the provincial business registration authority receives the notice together with the enterprise’s dissolution resolution or decision, the provincial business registration authority has not received the enterprise’s dissolution registration dossier and no written objection from a related party, the provincial business registration authority shall change the enterprise’s legal status in the National Enterprise Registration Database to “dissolved”, send information on the enterprise’s dissolution to the tax authority, and issue a notice of the enterprise’s dissolution within 03 working days from the end of the above-mentioned period.

Note: For enterprises using a seal issued by a public security agency, the enterprise is responsible for returning the seal and the Certificate of registered seal specimen to the public security agency as prescribed when completing dissolution procedures.

Thus, if you wish to dissolve your enterprise for personal reasons, you need to follow the order and procedures prescribed above.

What does the enterprise dissolution dossier under the latest regulations include?

Pursuant to Clause 1 of Article 210 of the Law on Enterprises 2020, the enterprise dissolution dossier includes the following documents:

– The notice of enterprise dissolution;

– The report on liquidation of the enterprise’s assets; the list of creditors and paid debts, including full payment of tax debts and social insurance, health insurance and unemployment insurance debts for employees after the decision on enterprise dissolution (if any).