中文Quick answer: When dissolving an enterprise, tax obligations are the mandatory and often most time-consuming step. The enterprise must file tax finalization dossiers no later than the 45th day from the date the taxpayer has the decision on dissolution, fulfill all outstanding tax obligations, and complete the procedure for terminating the validity of the tax code with the tax authority before submitting the dissolution registration dossier to the business registration authority. Legal framework: the Law on Tax Administration 2025, Decree 168/2025/ND-CP and guiding documents on tax.
Current legal framework
- Law on Tax Administration 2025 (No. 108/2025/QH15, effective 01/7/2026);
- Decree 168/2025/ND-CP on enterprise registration — Article 64;
- Guiding documents on tax declaration, tax finalization and tax code validity termination.
Tax obligations upon dissolution
- Tax finalization declaration: file CIT and PIT finalization dossiers (if income was paid) no later than the 45th day from the date the taxpayer has the decision on dissolution (Point b, Clause 5, Article 10 of Decree 252/2026/ND-CP);
- Fulfilling tax obligations: pay in full outstanding taxes and late payment amounts (if any); handle remaining invoices and documents;
- Finalization with employees: withhold and declare PIT on payments made upon termination of labor contracts;
- Terminating tax code validity: file the tax code validity termination dossier with the directly managing tax authority; the tax authority inspects and confirms completion of tax obligations;
- Financial statements up to the time of dissolution.
Connection with dissolution registration procedures
Under Decree 168/2025/ND-CP, immediately after receiving the dissolution resolution, the Business Registration Authority sends information to the tax authority; the tax code status is switched to “ceased operations but tax code validity termination procedures not yet completed”. The enterprise only submits the dissolution registration dossier (within 05 working days from the date of full debt payment) after completing obligations with the tax authority.
Related services
M&A, Equity Transfer and Project Transfer
If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.
Key notes
- If the enterprise still owes taxes, the tax authority will not confirm tax code validity termination — the dissolution procedure will be prolonged;
- Electronic invoices, bank accounts and other financial obligations should be reviewed and fully resolved before filing;
- The legal representative is responsible for the accuracy of tax and dissolution dossiers.
How ANT Legal can help
ANT Legal advises on, reviews tax obligations and represents clients in finalization procedures, tax code termination and enterprise dissolution registration. For advice on your specific case, please contact our lawyers at 0966.475.966.
