The procedures for business suspension in Vietnam come down to one filing: a notice to the provincial business registration office at least 3 working days before the suspension starts, which the office processes within 1 working day. Since 23 July 2026, Decree 168/2025/ND-CP, as amended by Decree 296/2026/ND-CP, adds three rules that most English guides have not caught up with. Each notice still covers at most 12 months, but consecutive suspension is capped at 24 months. When the period ends, the legal representative must confirm online within 5 working days that the company has resumed. And registration changes made during the suspension must still be filed. A foreign-invested company that stops its investment project also has to notify the investment registration authority separately.
Procedures for business suspension in Vietnam, step by step#
The procedures for business suspension in Vietnam start from Article 206 of the Law on Enterprises: a company must notify the business registration office in writing at least 3 working days before it suspends business, or before it resumes earlier than notified. Laws 03/2022 and 76/2025 did not change this article. To suspend a company in Vietnam, follow Article 60 of Decree 168/2025/ND-CP, as amended by Article 11 of Decree 296/2026:
- Internal decision. The owner (single-member LLC), the members' council (multi-member LLC or partnership) or the board of directors (joint stock company) passes a resolution or decision to suspend.
- Notice on Form 27, in the version issued by Circular 121/2026/TT-BTC and used from 21 August 2026. It must now include the phone number and email address of the company's legal representative, a requirement added by Article 11(2) of Decree 296.
- Filing in person, by post or online through the National Business Registration Portal, logging in with an electronic identification account. The office is the business registration office under the provincial Department of Finance; companies located in a high-tech park file with the park's management board (Article 20(1) of Decree 168).
- Confirmation. Within 1 working day of receiving the file, the office checks it and issues a certificate confirming the suspension, or tells the company in writing what to correct (Article 60(4)).
Once the company's suspension is registered, the office also switches all of its active branches, representative offices and business locations to suspended status (Article 60(5)). A branch, office or business location can also be suspended on its own; the company still files the notice.
How long can a business be suspended, and when is dissolution better?#
Each notice may cover up to 12 months, and the total consecutive suspension may not exceed 24 months (Article 60(1) of Decree 168, as amended). To extend a suspension that is about to end, the company files a new notice at least 3 working days before the further period starts.
Suspension time before 23 July 2026 counts towards the 24-month cap. A company whose consecutive suspension, up to the end of its latest notified period, already exceeds 24 months may not register another suspension once that period ends (Article 21 of Decree 296).
In practice, after 24 consecutive months of temporary business suspension the company has to resume trading or dissolve. Suspending business suits only a company that is confident it will resume and wants to keep its legal entity, licences and tax code. In our experience, if there is no real plan to resume, dissolution is usually less risky than leaving the company dormant until its certificate is revoked.
The decree does not say whether a short resumption between two suspensions resets the "consecutive" count, or exactly how the 24-month cap applies to a branch or representative office suspended on its own. Where a plan depends on those points, we recommend checking with the registration office first.
When a temporary business suspension ends: confirm within 5 working days#
This duty is new and applies to suspensions notified from 23 July 2026 (Article 21(2) of Decree 296). Under Article 60(8) of Decree 168:
- Within 5 working days after the notified period ends, the legal representative must confirm on the National Business Registration Portal that the company has resumed business and has met its registration obligations.
- If there is no confirmation, the registration office has 10 working days to send a written request for a report under Article 216(1)(c) of the Law on Enterprises, copied to the tax authority.
- If the company does not report within 6 months of the report deadline, the office revokes the enterprise registration certificate (Article 69), and the company must then go through dissolution (Article 65).
To resume before the end of the notified period, the company files a notice at least 3 working days before it resumes, and can cover its branches, representative offices and business locations in the same filing (Article 60(3) and (6)).
Registration changes during a suspension, such as a new legal representative, address, member or charter capital, must still be registered or notified under Articles 30 and 31 of the Law on Enterprises (Article 60(7)).
Do the procedures for business suspension in Vietnam include a tax filing?#
No. Since 1 July 2026, the Law on Tax Administration No. 108/2025/QH15, Decree 252/2026/ND-CP and Circular 90/2026/TT-BTC have replaced the 2019 tax administration law, Decree 126/2020 and Circular 86/2024. Companies register tax together with business registration through a one-stop mechanism (Article 10(2) of Law 108/2025), and the tax authority updates the company's status when it receives the data from the registration office (Article 12(3) of Circular 90/2026).
Two points in the tax side of the procedures for business suspension in Vietnam are worth watching:
- The "not operating at the registered address" trap. If the tax authority has issued a notice that the company is not operating at its registered address, the company must restore its tax code before it can register a suspension (Article 11(2) of Circular 90/2026; Article 7(1)(e) of Decree 252).
- The "1 working day" rule is not for companies. Some guides quote a 1-working-day notice with tax office confirmation in 2 working days. That rule, in Article 6(3)(g) of Decree 252, applies to taxpayers who register directly with the tax office, not to companies.
During the suspension (Article 7(1)(c) of Decree 252):
- No tax returns are due, unless the suspension does not cover a whole month, quarter, calendar year or financial year; monthly or quarterly returns and the annual finalisation are then still due.
- Invoices may not be used, unless the tax authority approves their use under the invoicing rules.
- Tax debt collection, enforcement, exit bans and inspections still apply.
The business licence fee (le phi mon bai) was abolished from 1 January 2026 (Article 10(7) of Resolution 198/2025/QH15). Older advice about notifying before 30 January to avoid the fee for a full year of suspension no longer applies, except to unpaid fees for 2025 and earlier.
Staff, social insurance and creditors during a suspension#
While suspended, the company must pay any outstanding tax, social, health and unemployment insurance; keep paying its debts; and perform its contracts with customers and employees, unless the parties agree otherwise (Article 206(3) of the Law on Enterprises). A suspension does not by itself end employment contracts.
Nor does it pause social insurance automatically. An employer may apply to pause only the pension and survivorship fund contributions, for up to 12 months, where it has stopped production or business for 30 days or more and at least 50% of its insured employees are temporarily off work, or it has lost more than 50% of its asset value to a natural disaster, fire or epidemic (Article 37(1) of Law 41/2024/QH15; Article 10 of Decree 158/2025/ND-CP). Sickness, maternity and occupational accident contributions continue, and the paused months must be back-paid afterwards.
Completing the procedures for business suspension in Vietnam does not stop the trade union fee either. A company in difficulty because of restructuring, technological change, an economic crisis or downturn, or a natural disaster, fire, epidemic or crop failure may ask the Vietnam General Confederation of Labour or the provincial Federation of Labour to pause the fee for up to 12 months. The conditions mirror social insurance: production or business stopped for 30 days or more with at least 50% of insured employees temporarily off work, or a loss of more than 50% of total asset value (Article 13 of Decree 105/2026/ND-CP). When the pause ends, the company pays the paused months by the last day of the following month (Article 30(3) of the Law on Trade Unions). See trade union fee in Vietnam.
If the company employs foreign staff, review their work permits or certificates of exemption first: they can be revoked when the employer stops operating. See work permit exemptions in Vietnam for the rules on certificates.
Fines for a late or missing suspension notice#
Fines are set by Decree 122/2021/ND-CP as amended by Decree 288/2026/ND-CP (in force 21 July 2026). The amounts below are for companies; individuals pay half.
| Violation | Decree 122 | Fine |
|---|---|---|
| Suspension or resumption notice 1–10 days late | Art. 44(1) | Warning |
| 11–30 days late | Art. 44(2) | VND 10–20 million |
| 31–90 days late | Art. 44(3) | VND 30–40 million |
| 91 days or more late | Art. 44(4) | VND 50–60 million |
| No suspension or resumption notice at all | Art. 44(5) | VND 30–70 million, and an order to file |
| Stopping business for 1 year without notifying the registration office and the tax authority | Art. 52(2)(g) (new) | VND 40–70 million |
| No report when the registration office asks for one | Art. 48 | VND 50–70 million |
The registration certificate can also be revoked where a company stops business for 1 year without notice, or fails to report within 6 months of a request (Article 212(1)(c) and (d) of the Law on Enterprises).
One overlap to note: Decree 288 did not repeal Article 50(1)(c) of Decree 122, which fines a missing or late notice of the date and period of a suspension or resumption at VND 10–15 million. Decree 288 does not say how that provision sits alongside the new Article 44. The table above follows Article 44, the newer rule that names suspension notices expressly; we will update this article if guidance is issued.
Procedures for business suspension in Vietnam: does a foreign-invested company file two notices?#
Yes, where the company carries out a project under an investment registration certificate. The temporary business suspension does not cover the project: to stop an investment project, the investor files a separate project suspension notice. Article 60 of Decree 168 and Article 65 of Decree 96 are separate procedures, and neither refers to the other.
- Temporary business suspension (company): notice to the provincial business registration office at least 3 working days before the suspension; 12 months per notice, 24 months in a row (Law on Enterprises, Art. 206; Decree 168, Art. 60).
- To stop an investment project: notice to the investment registration authority (Department of Finance, or the industrial park or economic zone management board) within 5 working days after the decision to stop; total stoppage of no more than 12 months (Investment Law, Art. 35(1); Decree 96/2026, Art. 65).
The mismatch matters. The company may be suspended for up to 24 months, but the project may stop for only 12 months in total (Article 65(2) of Decree 96). Stopping the project for more than 12 months is fined VND 70–100 million, with an order to resume or terminate the project (Article 19(2)(c) and (4)(d) of Decree 122/2021); missing the 5-working-day notice is itself fined VND 30–50 million (Article 15(2)(d)). A project that has stopped for 12 months, where the authority cannot reach the investor, can be terminated (Article 36(2)(d) of the Investment Law). If you need to stop an investment project for longer than 12 months, plan an amendment of the project schedule on the investment registration certificate before notifying.
Companies holding a trading licence or a retail outlet licence should also note Decree 342/2026/ND-CP, in force from 18 October 2026: the licence is revoked if trading, or the retail outlet, stops for more than 12 months without reporting to the licensing authority.
Before you suspend a company in Vietnam, LexData can help you compare suspension with dissolution and handle the procedures for business suspension in Vietnam, including the project-stoppage filing. See our company dissolution and suspension service.
