SUSPENSION – DISSOLUTION

Enterprise Dissolution Procedures in Vietnam (2025 Guide)

Dissolving a business in Vietnam involves a series of legal steps to ensure compliance with the Law on Enterprises 2020 and related regulations. This guide outlines the necessary procedures for legally terminating business operations.​

1. Legal Grounds for Dissolution

An enterprise may be dissolved under the following circumstances:​

The duration specified in the company’s charter has expired without renewal.

A decision by the owner (for sole proprietorships), the Members’ Council (for partnerships and limited liability companies), or the General Meeting of Shareholders (for joint-stock companies) to dissolve the enterprise.

The company no longer meets the minimum number of members as required by law for a continuous period of 6 months without converting its business type.

Revocation of the Enterprise Registration Certificate, except in cases specified by the Law on Tax Administration.​

2. Dissolution Process

Step 1: Decision to Dissolve

The enterprise must issue a resolution or decision to dissolve, including:​

Company name and headquarters address.

Reason for dissolution.

Timeframe and procedures for contract liquidation and debt settlement (not exceeding 6 months).

Plan for handling labor contracts.

Full name and signature of the legal representative.​

Step 2: Asset Liquidation

The owner, Members’ Council, or Board of Directors organizes the liquidation of the company’s assets unless the company’s charter stipulates the establishment of a separate liquidation organization.​

Step 3: Notification of Dissolution

Within 7 working days from the date of the dissolution decision:​

Notify the Business Registration Office, tax authority, employees, and relevant parties.

Publicly post the dissolution decision at the company’s headquarters, branches, and representative offices.

Publish the dissolution decision on the National Business Registration Portal.​

Step 4: Debt Settlement

Settle all debts in the following order:​

Salaries, severance pay, social insurance, and other employee benefits.

Tax obligations.

Other debts.​

Remaining assets, after settling debts and dissolution expenses, are distributed among the owners, members, or shareholders according to their ownership ratios.​

Step 5: Tax Finalization and Closure

Submit a request to the tax authority for tax finalization and closure of the tax code, including:​

Application for tax finalization.

Payment of outstanding taxes and penalties (if any).

Confirmation of tax obligations fulfillment.​

Step 6: Return of Company Seal

If the company uses a seal issued by the police, it must return the seal and the certificate of seal registration to the police for cancellation. For self-made seals, the company must cease using them but is not required to return them to any authority.​

Step 7: Submission to Business Registration Office

Within 5 working days after settling all debts, submit the dissolution dossier to the Business Registration Office, including:​

Notification of enterprise dissolution.

Resolution or decision and meeting minutes on dissolution.

Report on asset liquidation and debt settlement.

Confirmation of tax code closure.

Confirmation of customs obligations (if applicable).

Confirmation of social insurance obligations.

Enterprise Registration Certificate.

Company seal and certificate of seal registration (if applicable).​

The Business Registration Office will update the enterprise’s status to “dissolved” in the National Business Registration Database.​

3. Post-Dissolution Considerations

Ensure all contracts are terminated or transferred appropriately.

Notify clients, suppliers, and partners about the dissolution.

Maintain records of the dissolution process for future reference.