When Is an Enterprise’s Business Registration Certificate Revoked? Can a Dissolved Enterprise Transfer Land Use Rights?

Quick answer: An enterprise has its enterprise registration certificate revoked in the cases prescribed by the Law on Enterprises 2020, including: falsified declarations in the enterprise registration dossier; the enterprise being established by a person prohibited from establishing enterprises; ceasing business operations for 01 year without notifying the business registration authority and the tax authority; failure to fulfill reporting obligations as prescribed; and other cases under a court decision or at the request of a competent authority. Revocation of the certificate does not mean the enterprise is automatically discharged from its obligations — the enterprise must still carry out dissolution procedures and settle its debts.

Current legal framework

• Law on Enterprises 2020 (amended in 2025) — provisions on revocation of the enterprise registration certificate;
• Decree No. 168/2025/ND-CP — order and procedures for revocation and dissolution in cases of revocation.

Cases of revocation of the enterprise registration certificate

1. The declared contents in the enterprise registration dossier are falsified;
2. The enterprise is established by a person prohibited from establishing or managing enterprises (as prescribed by the Law on Enterprises);
3. Ceasing business operations for 01 year without notifying the Business Registration Authority and the tax authority;
4. Failure to submit reports as prescribed by the Law on Enterprises to the Business Registration Authority within the prescribed time limit;
5. Other cases under a court decision or at the request of a competent authority as prescribed by law.

Consequences and what to do after revocation

• After the certificate is revoked, the enterprise must carry out dissolution procedures as prescribed (unless the law provides otherwise);
• The enterprise’s managers and the enterprise remain liable for outstanding debts, property obligations and tax obligations;
• Until dissolution is completed, the enterprise may not carry out new business activities.

Key notes

• An enterprise may lodge a complaint or initiate a lawsuit against the revocation decision if it considers the decision unfounded, ultra vires or procedurally improper;
• To avoid revocation, enterprises should make truthful declarations, promptly notify when suspending/ceasing operations, and fully comply with periodic reporting obligations.

Related articles

• Enterprise dissolution order and procedures

How ANT Legal can help

ANT Legal advises on and represents clients in complaints against enterprise registration certificate revocation decisions and assists with dissolution procedures and outstanding obligations. For advice on your specific case, please contact our lawyers at 0966.475.966.