Enterprise Dissolution in Vietnam: Dossier and Procedure

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Short answer: Enterprise dissolution is the termination of a company’s legal personality when: the operating term expires without extension; the owner/members/shareholders decide to dissolve; the Enterprise Registration Certificate is revoked. Prerequisites: the company is not in ongoing dispute resolution at a Court/Arbitration and ensures full payment of all debts and asset obligations. Sequence: dissolution decision → asset liquidation, debt payment → public announcement → submit dissolution dossier. Legal basis: Articles 207–210 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15).

Legal basis

The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 207 (dissolution cases), Article 208 (dissolution sequence and procedure), Articles 209–210;
Decree 168/2025/ND-CP on enterprise registration — dissolution dossiers.

Dissolution cases

Voluntary: expiry of the operating term in the charter without an extension decision; the owner/members/shareholders decide to dissolve (sufficient voting ratio per charter);
Compulsory: revocation of the Enterprise Registration Certificate;
Conditions: full payment of all debts and other asset obligations; not in ongoing dispute resolution at a Court or Arbitration.

Dissolution sequence and procedure

Step 1. Approve the dissolution decision

The dissolution decision must contain: company name and address; dissolution reason; deadline and procedures for contract liquidation and debt payment; plan for handling obligations arising from labor contracts; full name and signature of the competent person.

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Step 2. Liquidate assets, pay debts

Payment priority order:

Wage debts, severance allowances, social insurance, health insurance, and unemployment insurance of employees;
Tax debts;
Other debts (partners, banks, etc.).

After all debts are paid, remaining assets are distributed to owners/members/shareholders in proportion to ownership.

Step 3. Send the decision and publicly disclose information

Send the dissolution decision to the Business Registration Office, the tax authority, and employees; publicly post at the head office and branches; publish on the National Portal for enterprise registration.

Step 4. Complete tax obligations

Finalize taxes, pay all outstanding tax and late payment amounts (if any); obtain confirmation of tax obligation completion from the tax authority.

Step 5. Submit the dissolution dossier

Submit the dissolution application dossier at the Business Registration Office. For a valid dossier: the Business Registration Office updates the status to “dissolved”, terminating the enterprise’s legal personality.

Responsibilities of owners and managers in dissolution

Owners of single-member LLCs, members of LLCs, and shareholders of JSCs are liable for debts and other asset obligations within the scope of contributed/committed capital;
Managers engaging in fraud or asset dissipation to evade obligations bear personal liability and may face criminal prosecution;
If the company is insolvent: it cannot be dissolved but must undergo bankruptcy procedures under the Recovery and Bankruptcy Law 2025.

Dissolution vs. bankruptcy

Criterion	Dissolution	Bankruptcy
Condition	Still able to pay all debts	Insolvent
Decision	Owner/company body or certificate revocation	People’s Court
Debt payment	Company self-liquidates and pays	Under bankruptcy proceedings with an Asset Manager
Applicable law	Law on Enterprises 2020	Recovery and Bankruptcy Law 2025

Frequently asked questions

Can a company with outstanding tax debts be dissolved?

No, until tax obligations are completed. Must finalize and pay all taxes and late payment amounts before submitting the dissolution dossier.

How long does dissolution take?

The law sets no fixed deadline; actual time depends on asset liquidation, debt collection, and tax finalization — typically from several months to over a year.

What if a company is just “abandoned” instead of dissolved?

There are consequences. The company faces certificate revocation, tax debts, and late payment amounts; managers are restricted from establishing or managing new enterprises. Proper dissolution or business suspension is recommended.

Notes on applying current laws

Many business owners choose to “abandon” the company to avoid procedures — this is the most expensive option in the long run. Proper dissolution takes time but cleanly terminates legal obligations. Contact an ANT Legal lawyer at 0966.475.966 for advice on a suitable business termination plan.

Common risks to watch out for

Submitting the dissolution dossier before paying all debts;
Not finalizing taxes before dissolution;
Overlooking obligations to employees;
Dissipating assets to evade debts — criminal liability;
Confusing dissolution with bankruptcy when insolvent.

How ANT Legal can help

ANT Legal advises on dissolution/bankruptcy/suspension plans, reviews debt, tax, and labor obligations; drafts dossiers and carries out full-package dissolution procedures. For quick advice, please contact our lawyers at 0966.475.966.

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