Company dissolution in Vietnam: conditions, procedure, tax and employees

What is company dissolution in Vietnam and when is it allowed?

Company dissolution in Vietnam is the legal process by which a company ends its operations after it has paid its debts and other property obligations. It is administrative deregistration, not a court process: the company decides, the provincial business registration office (the registry) records the steps and, at the end, announces the dissolution and changes the company's legal status to dissolved (Clause 7, Article 35 of Decree 168/2025/ND-CP). The owner, members' council or board organises the liquidation itself unless the charter sets up a separate liquidation body (Clause 2, Article 208); the Articles reviewed do not require a licensed liquidator.

The framework is the Law on Enterprises 59/2020/QH14 (Articles 207 to 212), Decree 168/2025/ND-CP (Articles 64 to 66, as amended by Decree 296/2026/ND-CP) and, for tax, the Law on Tax Administration 108/2025/QH15, Decree 252/2026/ND-CP (in force from 1 July 2026) and Circular 90/2026/TT-BTC. There are four grounds for dissolution:

The general condition is in Clause 2, Article 207: all debts paid and no dispute before a court or arbitral tribunal. A company with a pending case, for example in commercial arbitration, does not yet meet it. If the certificate is revoked, the relevant managers and the company are jointly liable for the company's debts.

How does company dissolution in Vietnam differ from bankruptcy, suspension, licence revocation and merger?

Dissolution is not a way to escape debts. The condition that all debts can be paid sits in Clause 2, Article 207. When the company is insolvent, the legal representative, the board or members' council, the owner of a private enterprise or the owner of a single-member company must file for bankruptcy, unless a rehabilitation petition has been filed; a person who does not file is legally responsible and must compensate loss caused by the failure (Clauses 2 and 5, Article 38 of Law 142/2025/QH15).

Abandoning a company without dissolving it does not remove its obligations either. A company that stops business for one year without notifying the registry and the tax authority may have its certificate revoked (Point c, Clause 1, Article 212) and is fined VND 40-70 million for an organisation (Point g, Clause 2, Article 52 of Decree 122/2021/ND-CP, added by Article 5 of Decree 288/2026/ND-CP). If a suspension period ends and the company neither confirms resumption of business within 5 working days nor files the report the registry asks for within 6 months of the reporting deadline, its certificate is revoked and it must dissolve under Article 65 of Decree 168 (Clause 8, Article 60, added by Article 11 of Decree 296/2026/ND-CP). The legal representative may also face a temporary exit ban where the tax authority has declared the company not operating at its registered address and, 120 days later, the tax code has been neither restored nor terminated (Point c, Clause 1, Article 28 of Decree 252/2026/ND-CP).

These documents are no longer in force but are often quoted wrongly: the Law on Enterprises 68/2014/QH13 (Clause 2, Article 217 of Law 59/2020), Decree 01/2021/ND-CP (Clause 2, Article 124 of Decree 168), the Law on Bankruptcy 51/2014/QH13 from 1 March 2026, except transitional cases under Article 88 (Clause 2, Article 87 of Law 142/2025), the Law on Tax Administration 38/2019/QH14 and Decree 126/2020/ND-CP from 1 July 2026, and the Law on Investment 61/2020/QH14 and Decree 31/2021/ND-CP from 1 March 2026.

What are the steps and deadlines for company dissolution in Vietnam, and who is paid first?

Steps and deadlines

Voluntary dissolution (Points a, b and c, Clause 1, Article 207) follows this sequence:

Points that go with the table:

• Form No. 30. The notice of dissolution uses Form No. 30 in Appendix I to Circular 68/2025/TT-BTC, replaced by a new Form No. 30 under Circular 121/2026/TT-BTC, in force from 21 August 2026.
• Cancelling the dissolution. Within the 180 days, and if the status has not yet changed to dissolved, the company can send a notice cancelling the resolution with the cancelling resolution; the registry restores the status within 1 working day (Clause 7, Article 64).
• Company seal. Only a seal issued by the police must be returned, with its registration certificate; the company decides on its own seals (Clause 8, Article 64; Article 43 of the Law on Enterprises).
• Dissolution after revocation (Article 209). The company must hold a meeting to decide on dissolution within 10 days of receiving the revocation decision or the court decision; payment of debts and the dossier follow the same rules.

Who is paid first

Tax and tax code

Completion of tax obligations on dissolution follows the law on enterprises (Point a, Clause 1, Article 17 of the Law on Tax Administration 108/2025/QH15). A company registered for tax together with its business registration (the one-stop mechanism) files for dissolution with the registry after completing its tax obligations (Clause 2, Article 6 of Decree 252). Under Circular 90/2026/TT-BTC:

• One-stop channel. The registry sends the dissolution decision to the tax authority so that the tax code can be terminated (Clause 4, Article 13). When the company has completed its tax obligations, the tax authority issues notice Form 28/TB-DKT so that the company can file its dissolution dossier (Clause 3, Article 15).
• What must be done before the tax code is terminated. The company's invoice obligations under the invoice law; filing returns, paying tax and dealing with overpaid tax and unclaimed input VAT, if any; and all dependent units must terminate their tax codes before the parent entity (Article 14 of Circular 90/2026; Point d, Clause 1, Article 7 of Decree 252). Overpaid tax on dissolution is a case of refunding overpaid amounts (Point c, Clause 2, Article 29 of Decree 252); these documents say only that overpaid tax and unclaimed input VAT must be dealt with, and do not promise a refund of unclaimed input VAT.
• Customs. A company with import or export activity also needs the customs authority to confirm that it has met its obligations (Point a.4, Clause 1, Article 15).
• Branches and representative offices file a dossier with their managing tax authority before filing the closure dossier with the registry, within 10 working days of the closure decision where no other law sets a deadline (Clause 5, Article 13).
• A company already declared not operating at its registered address must work with its managing tax authority to terminate the tax code and complete its tax obligations before it files the dissolution dossier with the registry (Clause 6, Article 13). In addition, dissolution is one of the high-risk cases that may trigger a tax audit at the company's premises, not more than once a year (Points a and c, Clause 3, Article 22 of Law 108/2025); after dissolution the legal representative must keep the accounting records in Vietnam and tell the tax authority where they are kept (Clause 5, Article 63 of Decree 252). Where a joint stock company or a limited liability company with two or more members has ceased operations, or is not operating at its registered address, with tax unpaid, the contributing shareholders or members are responsible for completing the tax obligations (Point c, Clause 1, Article 17 of Law 108/2025). Where commercial contracts are still running, estimate the exposure to contractual penalties.

Employees

When an employer that is not an individual ceases operations, labour contracts end under Clause 7, Article 34 of the Labour Code, from the time the notice of cessation is given (Clause 2, Article 45). The law does not say which notice that is, yet the 14-working-day payment deadline (Clause 1, Article 48) runs from the end of the labour contract. LexData's cautious reading, not a rule: record the end date and the plan for labour obligations in the dissolution resolution itself (Point d, Clause 1, Article 208). See the employment law advice service.

Two points are easily confused: (1) Clause 7, Article 34 falls in the group that receives severance allowance: half a month of salary per year of work for employees with at least 12 months of service, except those eligible for a pension; time covered by unemployment insurance is not counted, and salary is the 6-month average (Article 46); (2) job-loss allowance (Article 47) applies only to loss of employment under Clause 11, Article 34, that is, dismissals for restructuring, technology, economic reasons, or division, consolidation or merger. Dissolution is not in that group.

Company dissolution in Vietnam for FDI companies: project, IRC and repatriating capital

An FDI company with an investment project has two layers to close: the legal entity and the investment project under the Law on Investment 143/2025/QH15.

1. Terminate the project. The investor notifies the investment registration authority and sends the project termination decision, the investment policy approval (if any) and the Investment Registration Certificate (if any) within 15 working days of the decision; the certificate loses effect from the date the termination decision takes effect (Points a and d, Clause 2, Article 66 of Decree 96/2026/ND-CP). See what an IRC is.
2. Order relative to dissolving the entity. Clause 7, Article 66 lists the project termination procedure first and then the closure of the economic organisation, and Point i, Clause 2, Article 36 of the Law on Investment lets the registration authority terminate the project if the entity has been dissolved but the project has not been terminated or transferred. The documents do not set out the consequence of doing it the other way round; reading the order from the way Clause 7 is written is LexData's reading, so confirm it with the investment registration authority where the project is located.
3. Repatriating capital. Article 11 of the Law on Investment allows a foreign investor to remit investment capital and investment liquidation proceeds abroad after fulfilling its financial obligations to the State. For profits distributed or earned, Point b, Clause 6, Article 27 of Decree 252 requires, on ending direct investment, that the company has met its financial obligations, filed audited financial statements and the corporate income tax finalisation return, and complied with the Law on Tax Administration, including obligations not yet due. Foreign exchange and bank procedures are outside this entry; check the State Bank of Vietnam rules and ask the company's bank.
4. Liquidating the project and land. After the project ends, the investor liquidates it under the law on asset liquidation; where the project was allocated or leased land, or allowed to change land use, the land use right and assets attached to the land are dealt with under the land law (Clauses 4 and 5, Article 36 of the Law on Investment; Clause 8, Article 66 of Decree 96).
5. Foreign staff. A work permit expires when the employer ceases operations (Clause 7, Article 156 of the Labour Code), and the employer must recover it and return it to the issuing authority within 15 days of expiry (Clause 1, Article 31 of Decree 219/2025/ND-CP). See work permits.
6. Exit bans. A beneficial owner or legal representative of a company under tax enforcement with tax debt of VND 500 million or more, overdue by 120 days or more, and a foreign individual with overdue tax, may face a temporary exit ban (Points b and d, Clause 1, Article 28 of Decree 252).
7. Record keeping. The company must keep beneficial owner information for at least 5 years after dissolution or bankruptcy (Point h, Clause 1, Article 216 of the Law on Enterprises). For branches and representative offices, see representative offices.

A company with foreign capital but no investment project of its own under an IRC has no project termination step. If the aim is to exit the investment, a sale of the company or of the capital may fit better than dissolution; see M&A in Vietnam and what an FDI company is.

After the dissolution decision: prohibited acts, personal liability, common mistakes and checklist

From the date of the dissolution decision, the company and its managers are prohibited from (Clause 1, Article 211): dissipating assets; waiving or reducing claims; converting unsecured debts into secured debts; signing new contracts other than to carry out the dissolution; pledging, mortgaging, donating or leasing assets; terminating contracts already in force; and raising capital in any form. Breach may lead to administrative penalties, criminal liability and compensation (Clause 2, Article 211). Article 211 does not clearly exclude labour contracts or liquidation contracts; in LexData's reading, the safe course is to set out the contract liquidation and labour plan in the resolution itself (Points c and d, Clause 1, Article 208).

The owner, board, members' council, director or general director and legal representative are responsible for the truth and accuracy of the dossier (Clause 2, Article 210). If it is inaccurate or forged they are jointly liable for employee entitlements, tax and other debts for 5 years from filing (Clause 3, Article 210). A dishonest declaration in the dossier is fined VND 30-70 million for an organisation, and half that for an individual (Article 43 of Decree 122/2021/ND-CP as amended by Decree 288/2026/ND-CP, signed on 21 July 2026; Clause 2, Article 4).

Common mistakes

Derived from the rules, not statistics:

• Relying on the 2014 Law on Enterprises, Decree 01/2021, the 2014 Law on Bankruptcy or old tax circulars.
• Filing the company's dossier before branches and representative offices are closed (Clause 4, Article 64).
• Treating the 180-day default as a way out of paying debts. The rules reviewed do not cancel debts when 180 days pass, and Clause 5, Article 208 still requires payment in order. The law does not say clearly whether Point c, Clause 1, Article 17 of Law 108/2025 (contributing shareholders or members answer for unpaid tax) applies to a company moved to dissolved status under the 180-day rule.
• For FDI: closing the entity but forgetting the investment project, or remitting capital before financial obligations are complete.

Company dissolution in Vietnam checklist

1. Identify the ground for dissolution (Article 207); check the charter for the term and who adopts the resolution.
2. Build the debt schedule (employees, tax, other creditors) and check for pending disputes; if assets are insufficient, assess rehabilitation or bankruptcy instead of dissolution.
3. Draft the resolution with all mandatory content, including the plan for contract liquidation and labour contracts; send and post it as the steps table shows.
4. Stop prohibited transactions; close branches, representative offices and business locations.
5. Deal with tax (finalisation, invoices, overpaid tax, customs if the company imports or exports) and pay employees.
6. For FDI: terminate the project, return work permits and plan the capital transfer for after financial obligations are met.
7. File the dissolution dossier with Form No. 30; after that, keep accounting records, keep beneficial owner information for 5 years and return a police-issued seal.
8. Practical items that run alongside, depending on the company and its bank: closing bank accounts, cancelling digital signatures, closing the tax e-portal account.

Related services: company dissolution in Vietnam and suspension and corporate restructuring.