Enterprise dissolution under prevailing regulations

In the context of Vietnam’s business environment, which is increasingly requiring transparency and compliance with applicable law, enterprise dissolution is considered a crucial legal mechanism for terminating the legal status of enterprises in an orderly and lawful manner. This article analyzes the cases, conditions and procedures for dissolution under the Law on Enterprises 2020 (amended and supplemented in 2025) (the “Law on Enterprises“), and points out points to note during the implementation process.  

1. CASES AND CONDITIONS FOR ENTERPRISE DISSOLUTION

1.1. Cases of enterprise dissolution: 

According to the provisions of Article 207.1 of the Law on Enterprises, an enterprise shall be dissolved in the following cases: 

1. The enterprise’s operation term stated in the company charter has expired without an extension decision issued; 
2. According to resolutions and decisions of the enterprise owner for private enterprises, of the members’ council for partnerships, of the members’ council and owners of the company for limited liability companies, of the general meeting of shareholders for joint-stock companies; 
3. The company no longer has the minimum number of members as prescribed by the Law on Enterprises for a period of 06 consecutive months without carrying out procedures for converting the type of enterprise; 
4. The enterprise registration certificate is revoked, unless otherwise provided under the Law on Tax Administration. 

1.2. Conditions for enterprise dissolution: 

An enterprise may be dissolved only when it meets the following two conditions: (i) all debts and other financial obligations have been fully settled; and (ii) it is not involved in any ongoing dispute resolution proceedings at Court or Arbitration.⁹ 

In case the enterprise is dissolved due to the revocation of the enterprise registration certificate under Article 207.1.d of the Law on Enterprises, the enterprise managers and the enterprise must be jointly responsible for the debts of the enterprise.¹⁰ 

2. ACTIVITIES PROHIBITED SINCE THE DISSOLUTION DECISION IS ISSUED 

According to the provisions of Article 211 of the Law on Enterprises, since the issuance of the decision to dissolve the enterprise, the enterprise managers are strictly prohibited from carrying out the following activities: 

1. Concealing and dispersing assets; 
2. Waiver or reduction of debt collection rights;  
3. Converting unsecured debts into debts secured by the enterprise’s assets; 
4. Signing a new contract, except for the case of dissolution of the enterprise; 
5. Pledge, mortgage, donation, lease of assets; 
6. Termination of the effective performance of the contract; 
7. Raising capital in any form. 

3. ORDER AND PROCEDURES FOR ENTERPRISE DISSOLUTION 

The order and procedures for dissolution of enterprises according to the cases specified at Points a, b, c Section 1.1 above are specified in Articles 208 and 210 of the Law on Enterprises, Article 64 of Decree 168/2025/ND-CP. The process includes the following steps: 

3.1. Step 1: Organize a meeting and approve the resolution or decision to dissolve the enterprise 

1. For private enterprises: The enterprise owner issues a dissolution decision; 
2. For partnerships and limited liability companies with two or more members: The members’ council shall hold a meeting and promulgate resolutions or decisions on dissolution; 
3. For a single-member limited liability company: The owner of the company shall issue a resolution or decision on dissolution; 
4. For joint-stock companies: The general meeting of shareholders shall hold a meeting and issue resolutions and decisions on dissolution. 

A resolution or decision on dissolution of an enterprise must include the following principal contents: 

1. Name and address of the head office of the enterprise; 
2. Reason for dissolution; 
3. Time limit and procedures for liquidation of contracts and payment of debts of enterprises; 
4. Plan for handling obligations arising from labor contracts; 
5. Full names and signatures of the owner of the sole proprietorship, the owner of the company, the Chairman of the members’ council, the Chairman of the Board of Directors; 

Note: Enterprises must publicly post resolutions and dissolution decisions at their head offices, branches, and representative offices. 

3.2. Step 2: Submit the dossier of dissolution information disclosure to the competent authority and relevant parties 

a. For the division of business registration: Within 07 working days from the date the resolution or decision on dissolution of the enterprise is passed in Step 1 above, the enterprise must send the dossier of disclosure of dissolution information to the business registration authority through the National Enterprise Registration Portal. Components of the dossier include: 

1. Resolutions, decisions and minutes of meetings on the dissolution; 
2. Power of attorney of the legal representative to the applicant (if the applicant is not the legal representative of the enterprise); 
3. Debt settlement/settlement plan (if the enterprise still has unpaid financial obligations). The debt settlement/settlement plan must include the following specific contents: name and address of the creditor; debt amount, duration, place and method of payment of such debt; methods and time limit for settling creditors’ complaints. 

The division of business registration must notify the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal immediately after receiving the resolution or decision on dissolution of the enterprise. The notice must be enclosed with the resolution, dissolution decision and debt settlement plan (if any).  

b. For tax authorities: Through the data on the National Business Registration Portal, the tax authority will receive a dossier of disclosure of information on the dissolution of the enterprise.

c. For employees and creditors (if any): The enterprise must send the resolution, decision and minutes of the meeting on the dissolution and the debt settlement/settlement plan to the employees and creditors within 07 working days from the date the resolution or decision on enterprise dissolution is passed.

3.3. Step 3: Liquidate assets and pay financial obligations 

a. The owner of a private enterprise, the members’ council or the owner of the company, or the Board of Directors shall directly organize the liquidation of the enterprise’s assets, unless the company’s charter stipulates the establishment of a separate liquidation organization.¹¹ 

b. The enterprise fulfills its financial obligations according to the debt settlement/settlement plan specified in Step 2. In particular, debts of enterprises are paid in the following order of priority:

1. Salary arrears, severance allowances, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees under signed collective labor agreements and labor contracts; 
2. Tax debts; 
3. Other debts;¹² 

c. After the enterprise dissolution expenses and debts have been paid, the remaining amount shall be divided among the sole proprietorship, members, shareholders or company owners according to the proportion of ownership of contributed capital and shares. 

Note: In case an enterprise has a branch, representative office, or business location, the enterprise must carry out procedures for termination of the operation of the branch, representative office, or business location of the enterprise at the division of business registration of the locality where the branch or representative office is located.  business location before performing Step 4 below.13 

3.4. Step 4: Submit the dissolution registration dossier to the division of business registration 

Within 05 working days from the date of payment of all debts of the enterprise, the legal representative of the enterprise shall send the enterprise dissolution dossier to the division of business registration. Components of the dossier include:  

1. Notice of enterprise dissolution (according to Form No. 30 of Circular 68/2025/TT-BTC);
2. Report on liquidation of enterprise assets;  
3. List of creditors and paid debts, including all tax debts and debts owed for social insurance, health insurance and unemployment insurance premiums for employees after the decision on dissolution of the enterprise (if any). 

3.5. Step 5: Opinion of the tax authority and complete the dissolution 

After receiving the enterprise dissolution registration dossier, the division of business registration shall send information about the enterprise registering for dissolution to the tax authority.   

Within 02 working days from the date of receipt of information, the tax authority shall send opinions on the fulfillment of the enterprise’s tax payment obligation to the provincial-level division of business registration. Accordingly:  

1. Case 1: If the tax authority fails to send an opinion or certify that the enterprise has fulfilled its tax obligations, the provincial-level division of business registration shall change the legal status of the enterprise in the National Enterprise Registration Database to the state of having dissolved within 05 working days from the date of receipt of the enterprise dissolution registration dossier.
2. Case 2: In case the tax authority refuses  because the enterprise has not fulfilled its tax obligations as prescribed, the provincial-level division of business registration shall notify the enterprise.¹⁴ 

Note:  

a. In case the enterprise fails to submit the dissolution registration dossier in Step 4 above after 180 days from the date the division of business registration receives the resolution or decision on dissolution of the enterprise, but the division of business registration does not receive a written objection from the tax administration agency or the other relevant organizations and individuals, the division of business registration shall:   

1. Change the legal status of enterprises, branches, representative offices, and business locations in the National Enterprise Registration Database to the state of “dissolved” or “terminated”, and 
2. Issue a notice that the enterprise has been dissolved, the branch, representative office, or business location has terminated its operation within 03 working days from the end of the above-mentioned time limit.¹⁵ 

b. For enterprises using seals issued by the police authority, the enterprise is responsible for returning the seal and the certificate of seal registration to the police authority in accordance with regulations.¹⁶ 

^{(9) Article 207.2 of the Law on Enterprises.}

^{(10) Article 207.2 of the Law on Enterprises.}

^{(11) Article 208.2 of the Law on Enterprises.}

^{(12) Article 208.5 of the Law on Enterprises.}

^{(13) Article 64.3 of Decree 168/2025/ND-CP.} 

^{(14) Article 64.5 of Decree 168/2025/ND-CP.}

^{(15) Article 64.6 of Decree 168/2025/ND-CP.}

^{(16) Article 64.8 of Decree 168/2025/ND-CP.} 

Date written: 20/08/2025

Share: