Suspending Business Operations in Vietnam: How-To

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Short answer: An enterprise has the right to suspend business operations when facing difficulties or needing restructuring. Each suspension period is no more than 01 year; suspension may be renewed for multiple consecutive periods. The enterprise must notify in writing the Business Registration Office at least 03 working days before the suspension date (and before resuming business). During suspension, the enterprise must still file tax declarations and financial statements as prescribed; it may not sign new business contracts. Legal basis: Article 206 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15); Decree 168/2025/ND-CP.

Legal basis

Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 206 (suspension, forced suspension, termination of business);
Decree 168/2025/ND-CP on enterprise registration — business suspension notification procedures;
Tax Administration Law 2025 (108/2025/QH15) — tax obligations during suspension.

Conditions for business suspension

Within the decision-making authority of the owner/Members’ Council/General Meeting of Shareholders (depending on enterprise type);
The enterprise is not currently subject to a forced suspension order by a competent authority;
Each suspension period is no more than 01 year; to continue suspending after expiry, file a further notice (no limit on the number of times).

Business suspension procedures

Step 1. Approve the suspension decision

The decision states: reason for suspension; start date and duration of suspension; the plan for handling ongoing contracts; the plan for employees (terminating/suspending contracts, finalizing social insurance books); the plan for handling tax obligations and debts.

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Step 2. Notify the Business Registration Office

Business suspension notice using the current form (Decree 168/2025/ND-CP);
Attach the suspension decision;
File at least 03 working days before the suspension date — in person or online;
The Business Registration Office updates the status to “suspended business”.

Step 3. Notify the tax authority

Notify the directly managing tax authority; complete declarations and tax obligations up to the suspension date.

Step 4. Resume business

Notify the Business Registration Office at least 03 working days before the resumption date.

Obligations during suspension

Tax: must still file VAT declarations and annual financial statements as prescribed (filing even when no activity arises);
Employees: settle benefits (severance/job-loss allowances, social insurance book finalization) under agreements and labor law;
Contracts: may not sign new business contracts, except contracts serving the suspension, liquidation or debt payment;
Debts: due debts must still be paid; creditors retain the right to demand payment and sue.

Suspend, dissolve or “abandon”: which to choose?

Option	When suitable	Consequence
Suspend	Temporary difficulties, planning to return	Retains legal entity and tax code; must still file tax declarations
Dissolve	No longer needs to do business	Terminates legal entity; must pay all debts
“Abandon”	Not advisable	Tax debts, late-payment interest; license revocation; restricted from establishing new companies

Frequently asked questions

Must tax finalization be done for business suspension?

Not mandatory as in dissolution; but all declarations and reports must be filed as prescribed during the suspension period.

Can new contracts be signed during suspension?

No, except contracts serving the suspension, asset liquidation or debt payment.

Does suspension beyond 01 year automatically lead to dissolution?

No automatic dissolution. If the period expires without a further notice or resumption, the enterprise may be handled as prescribed (certificate revocation in case of violations).

Notes on applying current legal provisions

Business suspension is a lawful “freeze” tool — but many enterprises mistakenly believe suspension means “no obligations remain” and are penalized for failing to file tax declarations. Prepare an obligation checklist before suspending. Contact ANT Legal’s lawyers at 0966.475.966 for advice.

Common risks to note

Ceasing operations without notification;
Failing to file declarations and reports during suspension;
Signing new business contracts while suspended;
Letting the suspension period expire without a further notice.

How can ANT Legal help?

ANT Legal advises on choosing suspension/dissolution, drafts dossiers and carries out suspension notification and business resumption procedures; advises on tax and labor obligations. For quick advice, please contact our lawyers at 0966.475.966.

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Procedures for Suspending Business Operations in Vietnam