Guide to Dissolving a Company in Vietnam

Short answer: A company is dissolved in one of the statutory cases: expiry of the operation term stated in the charter without extension; under a resolution/decision of the owner, the Members’ Council or the General Meeting of Shareholders; revocation of the Enterprise Registration Certificate; or under a court decision. Dissolution procedures include: the dissolution decision, asset liquidation and debt payment, tax finalization, filing the dissolution dossier and announcing dissolution. This guide follows the Law on Enterprises 2020 (amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025) and Decree 168/2025/ND-CP.

Legal basis for company dissolution

• Law on Enterprises 2020 (amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025) — provisions on enterprise dissolution;
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/7/2025) — dissolution registration procedures;
• Tax Administration Law 108/2025/QH15 (effective from 01/7/2026) and guiding documents — tax finalization obligations upon dissolution.

Cases of company dissolution

Under the Law on Enterprises 2020, an enterprise is dissolved in the following cases:

• Expiry of the operation term stated in the company charter without an extension decision;
• Under a resolution or decision of the company owner (private enterprise), the Members’ Council (LLC), or the General Meeting of Shareholders (joint stock company);
• The company no longer has the minimum statutory number of members within the legal time limit without converting its enterprise type;
• Revocation of the Enterprise Registration Certificate, except where the law provides otherwise;
• Under a court decision.

Condition for dissolution: an enterprise may be dissolved only when it ensures payment of all debts and other asset obligations, and is not in the course of dispute resolution at a court or arbitration.

Company dissolution procedures

Step 1. Approve the dissolution decision

The owner/Members’ Council/General Meeting of Shareholders approves the dissolution decision, containing key contents: name and head office address; reason for dissolution; time limit and procedures for liquidating contracts and paying debts; the plan for handling obligations arising from labor contracts; the full name and signature of the legal representative.

Step 2. Liquidate assets and pay debts

The enterprise organizes asset liquidation and fulfills payment obligations in the statutory priority order, including: salary debts, severance allowances, social insurance and other employee benefits; tax debts; other debts. The private enterprise owner, Members’ Council, company owner, and Board of Directors directly organize asset liquidation, unless the company charter provides for establishing a separate liquidation organization.

Step 3. Finalize taxes and terminate the tax code

The enterprise finalizes taxes with its directly managing tax authority, completes outstanding tax obligations, files the finalization declaration and carries out procedures to terminate the tax code. This is usually the most time-consuming stage of the dissolution process.

Step 4. File the dissolution registration dossier

Within the statutory time limit from the date of approving the dissolution decision, the legal representative sends the dissolution registration dossier to the Business Registration Office where the enterprise locates its head office. The dossier comprises: notice of enterprise dissolution; the dissolution decision and a copy of the meeting minutes (if any); the debt settlement plan (if any). Upon receiving the dossier, the Business Registration Office switches the enterprise’s legal status to “in dissolution procedures” on the National Enterprise Registration Database.

Step 5. Announce and complete dissolution

The enterprise announces the dissolution decision as prescribed. After all debts are paid, tax finalization is completed and the full dossier is filed, the Business Registration Office updates the status to “dissolved”, terminating the enterprise’s legal existence.

Dissolution upon revocation of the Enterprise Registration Certificate

Where the Enterprise Registration Certificate is revoked, the enterprise must still carry out dissolution procedures in the above sequence within the statutory time limit. If the enterprise fails to do so within the time limit, the business registration authority and relevant agencies apply handling measures as prescribed by law.

Important notes when dissolving a company

• Employees: full payment of salaries, severance allowances, and social insurance book finalization for employees before completing dissolution.
• Tax obligations: full finalization of all taxes; the tax authority’s confirmation of tax obligation completion is a condition for terminating the tax code.
• Seal and bank accounts: carry out seal cancellation procedures (if a seal specimen was registered) and close bank accounts after completing payments.
• Manager liability: members of the Members’ Council, owners, members of the Board of Directors, Directors/General Directors bear joint liability for the truthfulness and accuracy of liquidation and debt payment; failure to comply may result in penalties as prescribed.
• Not to be confused with bankruptcy: dissolution is a voluntary/administrative procedure when the enterprise remains solvent; where the enterprise is insolvent, the rehabilitation and bankruptcy procedures under the Law on Rehabilitation and Bankruptcy 142/2025/QH15 apply (effective from 01/3/2026, replacing the Bankruptcy Law 2014).

Frequently asked questions

How long does company dissolution take?

The law does not set a general time limit for the entire dissolution process; actual duration depends on the debt situation, tax obligations and the volume of assets to be liquidated of each enterprise. Tax finalization usually takes the longest. Enterprises should proactively review financial obligations early to shorten the timeline.

Can a company owing tax be dissolved?

No, if tax debts are not fully paid. An enterprise may complete dissolution only after paying all debts, including tax debts, and receiving the tax authority’s confirmation of tax obligation completion.

What is the difference between dissolution and business suspension?

Business suspension means the enterprise temporarily ceases operations for a period but retains its legal entity status and may resume operations; dissolution is the complete termination of the enterprise’s existence.

Notes on applying current legal provisions

This article belongs to the enterprise knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or carrying out procedures. Legal provisions may change depending on timing, enterprise type and specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal texts that have been amended, supplemented or replaced (especially old dissolution guidance).
• Filing the dissolution dossier before salary and tax debts are fully paid.
• Missing tax finalization obligations, prolonging the procedure.
• Confusing dissolution with bankruptcy procedures when the enterprise is insolvent.

How can ANT Legal help?

ANT Legal assists in reviewing debt and tax obligations, building asset liquidation plans, drafting dissolution dossiers, and working with tax and business registration authorities to complete dissolution procedures quickly and lawfully. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Procedures and dossier for dissolving a partnership upon revocation of the Enterprise Registration Certificate
• Regulations on business suspension under Vietnamese law
• Enterprise-type conversion: procedures and dossier
• Can employees file a petition to open bankruptcy procedures when the enterprise is late paying salaries?
• Rights and obligations of enterprises