The conditions for dissolution, the twelve-step sequence with its time limits of 07 days, 05 days and 180 days, the order of payment of debts, the 05-year personal liability of managers, and the separate sequence for FDI enterprises covering termination of the project and the remittance of capital abroad.
About this article
Managers answer for the accuracy of the dissolution file. The managers of an enterprise, comprising members of the Board of Management, members of the Members' Council, the company owner, the Director or General Director and the legal representative, are responsible for the truthfulness and accuracy of the dissolution dossier. Where the dossier is inaccurate or contains falsified content, those persons are jointly and severally liable in a personal capacity for a period of 05 years from the date on which the dissolution dossier is filed, in respect of employee entitlements that have not been settled, unpaid tax and other debts that have not been discharged.
Information updated to September 2026. This article provides general information and does not replace legal advice for a specific case. The actual duration of a dissolution process depends principally on the tax finalisation stage and varies from one enterprise to another.
1. An enterprise may dissolve only after paying all its debts
Dissolution cases fall into two groups.
Voluntary dissolution: the operating term in the charter ends without an extension; or the owner of a private enterprise, the Members' Council, the company owner or the General Meeting of Shareholders resolves to dissolve the enterprise.
Compulsory dissolution: the company has fewer than the minimum number of members for 6 consecutive months and does not convert its company type; or its Enterprise Registration Certificate is revoked.
Precondition. An enterprise may be dissolved only if it can pay all its debts and other obligations in full and is not involved in a court or arbitration dispute. This is the key difference between dissolution and bankruptcy.
2. Enterprises should distinguish three ways of ceasing business
| Criterion | Dissolution | Bankruptcy | Business suspension |
|---|---|---|---|
| Condition | All debts must be paid in full | Insolvency: a debt unpaid 3 months after it falls due | No requirement |
| Resolving authority | The business registration authority (administrative procedure) | The People's Court (judicial procedure) | The business registration authority |
| Consequence for the legal entity | It ceases to exist | It ceases to exist if declared bankrupt | Continues to exist; only stops operating |
| Consequence for managers | No ban on holding office, but liable for the dossier for 5 years | May be barred from management positions for a period | None |
| Time limit | None | None | Up to 24 months in total, consecutively, under Decree No. 296/2026/ND-CP |
Since 23 July 2026, the 24-month cap on business suspension has greatly reduced the room to use the third option. An enterprise with no plan to resume business within that time should consider dissolving voluntarily, rather than let its Enterprise Registration Certificate be revoked and face compulsory dissolution.
3. Tax procedures determine how long dissolution takes
| Step | Content | Time limit |
|---|---|---|
| 1 | Pass the dissolution resolution or decision | |
| 2 | Liquidate the assets, unless the charter provides for a separate liquidation body | |
| 3 | Send the dissolution resolution and meeting minutes to the business registration authority, the tax authority and employees; publish on the National Business Registration Portal; post at the head office, branches and representative offices; send to creditors with the debt settlement plan | 7 working days after the resolution |
| 4 | The business registration authority publishes the notice and changes the status to "undergoing dissolution" | Immediately upon receipt |
| 5 | File to close the tax code | Under tax administration law |
| 6 | File tax finalisations: corporate income tax return, financial statements and personal income tax finalisation | Under tax administration law |
| 7 | Pay the debts in order of priority | |
| 8 | Send the dissolution dossier to the business registration authority | 5 working days after all debts are paid |
| 9 | The business registration authority changes the status to "dissolved" | 5 working days after receiving the dossier |
| 10 | Automatic dissolution. If no dossier and no written objection are received, the authority changes the status to "dissolved" | 180 days after receiving the dissolution resolution |
The Business Registration Office of the provincial Department of Finance receives the dossier, now that the Department of Planning and Investment has merged into the Department of Finance.
A mandatory principle as regards tax. The enterprise must complete the procedure for deactivation of its tax code before completing the dissolution procedure at the business registration authority. This is the stage that determines the timing of the entire process, because the tax authority commonly has to carry out an inspection at the enterprise's premises; for an enterprise with related-party transactions, the processing time for this stage is considerably longer than the administrative time limits set out above.
Dormant enterprises should complete dissolution before 31 December 2026. An enterprise that has stopped operating but has not closed its tax code may complete dissolution before 31 December 2026. This matters for foreign-invested enterprises that stopped operating long ago but never formally wound up.
4. Debts must be paid in the statutory order
- Debts for salary, severance allowance, social insurance, health insurance and unemployment insurance and other employee entitlements under the collective labour agreement and the labour contracts entered into.
- Tax debts.
- Other debts.
After paying the dissolution costs and the debts, the enterprise distributes the remaining assets to the owner, members or shareholders in proportion to their capital or shares.
Employee entitlements rank first, ahead even of tax debts. This matters in practice when the remaining assets cannot cover all debts.
5. The dissolution file comprises the following documents
The dissolution dossier comprises the notice of dissolution of the enterprise in the prescribed form, and the report on the liquidation of the enterprise's assets together with the list of creditors and the amounts of debt paid, covering also the payment in full of tax debts and of debts for social insurance, health insurance and unemployment insurance contributions for the employees following the decision on dissolution.
As mentioned at the outset, the managers of the enterprise are responsible for the truthfulness and accuracy of this dossier, the period of personal liability being 05 years from the date on which the dossier is filed. For a foreign-invested enterprise whose director or legal representative is a foreign national, this is a risk that needs to be explained clearly before the dossier is signed, because that liability continues to exist after that person has left Vietnam.
6. Certain acts are prohibited once dissolution is decided
Once dissolution is decided, the enterprise and its managers may not: concealing or dissipating assets; waiving or reducing the right to recover debts; converting unsecured debts into debts secured by the enterprise's assets; entering into new contracts, other than contracts for the purpose of effecting the dissolution; pledging, mortgaging, donating or leasing out assets; terminating the performance of contracts already in effect; and raising capital in any form whatsoever.
In practice, enterprises often breach the ban on new contracts by accident, by carrying on business as usual while they wait for the tax procedures to finish. The enterprise should fix the date of the dissolution decision clearly and tell its staff, to avoid this.
7. The enterprise must settle its obligations to employees
The closure of the enterprise is a ground for ending labour contracts under the Labour Code 2019.
- Severance allowance is paid to an employee who has worked on a regular basis for a full 12 months or more, at the rate of half a month's salary for each year of work, calculated on the average salary for the 06 months immediately preceding the termination. The period used to calculate the allowance is the total period of actual work less the period during which the employee participated in unemployment insurance and the period for which an allowance has already been paid.
- Payment deadline: 14 working days after the contract ends, extendable to no more than 30 days when the enterprise ceases operations.
- Confirm the social insurance contribution period and return any employee documents the enterprise holds.
8. A foreign-invested enterprise must end its project before dissolving
8.1. The order of procedures is mandatory
- Terminate the investment project.
- Liquidate the project's assets.
- Dissolve the enterprise following the sequence in section 3.
- Close the tax code.
- Remit the remaining capital and profits abroad.
- Close the investment capital account.
This order cannot be reversed. The enterprise must terminate the investment project before dissolving, because the investment registration authority will not process a project termination for an enterprise that has already been dissolved.
8.2. Termination of the operation of the investment project
The investor sends the decision on termination of operation, together with the Investment Registration Certificate if any and the written in-principle investment approval if any, to the investment registration authority within 15 days from the date of the decision. The investment registration authority notifies the relevant authorities within 03 working days from the date of receipt of the complete dossier.
The investment certificate lapses without being revoked. The investment policy approval and the Investment Registration Certificate cease to have effect when the termination decision takes effect. There is no separate procedure to revoke the Investment Registration Certificate; it lapses automatically.
Apart from the case in which the investor decides on termination on its own initiative, the investment registration authority may terminate the operation of a project where the project falls within a case of suspension of operation and the investor is unable to remedy the position; where the investor fails to comply with the schedule and is more than 24 months behind the schedule committed to without having obtained an extension; where the investor loses the site for implementing the project and does not carry out the amendment procedure within 06 months; or where the project has ceased operating for 12 months or more and the investment registration authority is unable to contact the investor.
8.3. Remittance of capital and profits abroad
Under Circular No. 38/2026/TT-NHNN, in force from 18 August 2026, the investment capital account is used for transactions comprising the contribution and transfer of capital, the remittance abroad of profits and lawful income, the payment of the value of a transfer of capital or of a project, and transactions relating to foreign loans.
The investment capital account must be closed in three cases: foreign ownership falls to 50% or less; the enterprise is dissolved; or the enterprise lists or registers its shares for trading on a stock exchange.
In practice, the entire amount received from the liquidation of the project and the capital remaining after the debt obligations have been discharged are remitted abroad through the investment capital account, and the account may be closed only after the remittance has been completed. The bank commonly requires a set of supporting documents comprising the decision on dissolution, the audited financial statements, confirmation of completion of tax obligations and the liquidation minutes, so the enterprise should prepare these documents in parallel with the other procedures rather than leaving them to the final stage.
9. Compulsory dissolution upon revocation of the Enterprise Registration Certificate
Where an enterprise has its Enterprise Registration Certificate revoked, the business registration authority publishes on the National Portal a notice that the enterprise is undergoing dissolution procedures at the same time as it issues the decision on revocation. The enterprise must convene a meeting to decide on dissolution within 10 days from the date of receipt of the decision. The subsequent steps are carried out in the same way as for the ordinary dissolution procedure.
The grounds for revocation comprise: the contents declared in the enterprise registration dossier are falsified; the enterprise was established by persons prohibited from establishing enterprises; the enterprise has ceased its business operations for 01 year without notifying the business registration authority and the tax authority; the enterprise fails to submit reports as required within 06 months from the expiry date or from the date of a written request; and other cases under a decision of a Court or at the request of a competent authority.
Failing to confirm resumption is a new ground for revocation. Under Decree No. 296/2026/ND-CP, an enterprise that does not confirm that it has resumed business after a suspension may have its Enterprise Registration Certificate revoked. This is a risk for enterprises that keep their legal entity alive through suspension but do not track the suspension period.
10. What enterprises should do
- Start with tax, not the administrative dossier. The tax finalisation and closure of the tax code decide how long the whole process takes.
- Check for disputes before passing the dissolution decision, because an enterprise involved in a court or arbitration dispute cannot be dissolved.
- Settle employee obligations early and in full: they rank first for payment, and the business registration authority checks them closely.
- For a foreign-invested enterprise, terminate the project before dissolving the enterprise, and prepare the documents for remitting capital alongside the tax procedures.
- Explain the 5-year personal liability to the person who will sign the dossier before it is completed, especially if the legal representative is a foreign national who will leave Vietnam.
- If the enterprise has stopped operating but not closed its tax code, settle this before 31 December 2026 to benefit from the transitional rule.