How an LLC Resumes Business After Suspension in Vietnam

When must a limited liability company complete the notification procedure for resuming operations?

Under Clauses 1 and 3, Article 206 of the Law on Enterprises 2020:

“Article 206. Suspension, temporary suspension of operations, termination of business

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1. An enterprise must notify the business registration authority in writing no later than 03 working days before the date of suspending business or resuming business before the notified suspension period expires.

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3. During the business suspension period, the enterprise must fully pay outstanding taxes, social insurance, health insurance and unemployment insurance; continue to pay debts and complete performance of contracts signed with customers and employees, unless otherwise agreed by the enterprise, creditors, customers and employees.”

Thus, your limited liability company only needs to complete the notification procedure for resuming operations when it has already notified the business registration authority of the business suspension and wishes to resume business before the notified suspension period expires.

This is because, after completing the business suspension procedure, the enterprise registers a specific suspension period; upon expiry of that period, the enterprise is automatically resumed without any notification procedure. However, if the enterprise wishes to resume operations before the notified suspension period, it must complete the notification procedure for resuming operations.

Note that during the business suspension period, your limited liability company must fully pay outstanding taxes, social insurance, health insurance and unemployment insurance; continue to pay debts and complete performance of contracts signed with customers and employees, unless otherwise agreed by the enterprise, creditors, customers and employees.

What dossier is required for the notification procedure for a limited liability company to resume operations?

Pursuant to Article 66 of Decree No. 168/2025/ND-CP:

“Article 66. Registration of business suspension and resumption of business before the notified period for enterprises, branches, representative offices and business locations

1. Where an enterprise, branch, representative office or business location suspends business or resumes business before the notified period, the enterprise sends a notification to the provincial business registration authority where the enterprise, branch, representative office or business location is headquartered, no later than 03 working days before the date of suspending business or resuming business before the notified period. Where an enterprise, branch, representative office or business location wishes to continue suspending business after the notified period expires, it must notify the provincial business registration authority no later than 03 working days before the date of continued business suspension. The suspension period for each notification must not exceed one year.

2. Where an enterprise suspends business, the notification must be accompanied by the resolution, decision and copy of the meeting minutes of the Members’ Council for multi-member limited liability companies and partnerships, and of the Board of Directors for joint-stock companies; the resolution and decision of the company owner for single-member limited liability companies, on the business suspension.

3. After receiving the enterprise registration dossier, the provincial business registration authority issues a receipt, checks the validity of the dossier and issues a confirmation of the enterprise, branch, representative office or business location’s registration of business suspension, or a confirmation of the enterprise, branch, representative office or business location’s registration of resumption of business before the notified period, within 03 working days from the date of receipt of a valid dossier.

4. Where an enterprise registers business suspension, the provincial business registration authority updates the legal status of the enterprise and the status of all branches, representative offices and business locations of the enterprise in the National Enterprise Registration Database to suspended business status.

5. An enterprise may request registration of resumption of business before the notified period simultaneously with registration of resumption of business before the notified period for its branches, representative offices and business locations. The provincial business registration authority updates the legal status of the enterprise together with the status of branches, representative offices and business locations in the National Enterprise Registration Database.”

Thus, the notification procedure for your limited liability company to resume operations requires the following dossier:

• Notification of resumption of business before the notified period, in the prescribed form;
• Resolution and decision of the company owner for single-member LLCs; resolution, decision and copy of the meeting minutes of the Members’ Council for multi-member LLCs;
• Authorization letter for the representative carrying out enterprise registration procedures (if any).

What is the process for the notification procedure for a limited liability company to resume operations?

Also under Article 66 of Decree No. 168/2025/ND-CP, the process for the notification procedure for a limited liability company to resume operations includes:

Step 1: The company prepares the dossier notifying the resumption of the company’s operations.

Step 2: Submit the dossier to the provincial business registration authority — the provincial Department of Planning and Investment where the company is headquartered. The provincial business registration authority issues a dossier receipt to the enterprise after receiving the notification of the company’s resumption of operations.

Within 03 working days from the date of receipt of a valid dossier, the provincial business registration authority issues a confirmation of the enterprise’s registration of resumption of business before the notified period. The provincial business registration authority sends information on the enterprise’s resumption of business before the notified period to the tax authority for coordinated state management of the enterprise.

Step 3: Receive the enterprise registration result.

Notes on applying current legal provisions

This article belongs to the Enterprise & M&A Knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or conducting transactions.

Legal provisions may change depending on timing, locality, dossier 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.
• Preparing incomplete dossiers, documents or evidence.
• Misunderstanding the applicable conditions, procedures, time limits or competent authority.
• Signing, filing or conducting transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists in reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling plans, and representing you in working with individuals, organizations or competent authorities when necessary.

For quick advice, you may contact a lawyer at 0966.475.966.

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