Procedures for Dissolving a Single-Member LLC

Short answer: Dissolving a single-member LLC follows this sequence: (1) the owner approves the dissolution decision; (2) liquidate assets and pay all debts and asset obligations; (3) file the dissolution dossier with the Business Registration Office; (4) update the legal status and receive the dissolution notice. Prerequisite: the company must pay all debts (tax debts, employee salary debts, partner debts…) and not be in the course of dispute resolution at a court or arbitration. Legal basis: Articles 207–210 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15).

Legal basis

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

Cases of dissolving a single-member LLC

• Voluntary: expiry of the operation term stated in the charter without extension; the owner decides to dissolve;
• Compulsory: revocation of the Enterprise Registration Certificate (except cases of revocation for violations with transitional provisions).

Condition for dissolution: the company is not in the course of dispute resolution at a court or arbitration; it ensures payment of all debts and other asset obligations.

Dissolution procedures

Step 1. Approve the dissolution decision

The company owner issues the dissolution decision, containing: company name and 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 owner/legal representative.

Step 2. Liquidate assets, pay debts

Priority payment order upon dissolution:

1. Salary debts, severance allowances, social insurance, health insurance, unemployment insurance of employees;
2. Tax debts;
3. Other debts (partners, banks…).

The owner of a single-member LLC is liable for the company’s debts and other asset obligations within the charter capital (except where the law provides otherwise on personal liability).

Step 3. Send the dissolution decision and notify

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

Step 4. File the dissolution dossier

After all debts are paid and obligations completed, file the dissolution dossier with the Business Registration Office. Where the dossier is valid, the Business Registration Office updates the enterprise’s legal status to “dissolved”.

Obligations toward employees upon dissolution

• Full payment of salaries, severance/job-loss allowances to employees;
• Finalize social insurance books and confirm social insurance and unemployment insurance contribution periods;
• The labor use plan/plan for handling obligations from labor contracts must be stated in the dissolution decision.

Frequently asked questions

Can a company still owing tax be dissolved?

No, until tax obligations are completed. Work with the tax authority to finalize, pay outstanding taxes and late-payment interest (if any) before filing the dissolution dossier.

How long does dissolution take?

The law sets no fixed time limit for the entire process; actual duration depends on asset liquidation, debt collection and tax finalization. Enterprises should proactively complete obligations to shorten the timeline.

Must the owner bear debts exceeding charter capital?

In principle, the owner of a single-member LLC is liable only within the charter capital. However, if committed capital was not fully contributed or there are violations (unlawful capital withdrawal, self-dealing…), the owner may bear corresponding personal liability.

Notes on applying current legal provisions

Many business owners “abandon” inactive companies instead of completing dissolution procedures — leading to certificate revocation, tax debts, accumulating late-payment interest and restrictions on establishing or managing new enterprises. Proper dissolution takes time but is legally “clean”. Contact ANT Legal’s lawyers at 0966.475.966 for advice on a suitable termination plan.

Common risks to note

• Filing the dissolution dossier before all debts are paid — the dossier is refused;
• No tax finalization before dissolution;
• Missing obligations toward employees (allowances, social insurance book finalization);
• “Abandoning” the company instead of dissolving — tax debts accrue, certificate revoked.

How can ANT Legal help?

ANT Legal advises on dissolution procedures, reviews debt, tax and labor obligations; drafts dossiers and carries out full-package dissolution procedures for single-member LLCs. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Dossier and procedures for establishing a single-member LLC in Vietnam
• Dossier and procedures for establishing a two-member LLC in Vietnam
• Procedures for converting from a joint stock company to a single-member LLC
• Guide to changing contributing members of a multi-member LLC
• Procedures for changing the owner of a single-member LLC