How long does company dissolution in Vietnam take?
The law sets no overall time limit. The company files the dissolution application within 5 working days of paying off all debts, and the business registration office records the company as dissolved within 5 working days of receiving the file if the tax authority raises no objection or confirms that all tax obligations are met (Clauses 3 and 5, Article 64 of Decree 168/2025/ND-CP). In practice, the timeline depends mostly on collecting receivables, paying creditors and tax finalisation.
Can a company with outstanding debts be dissolved?
Yes, provided all debts are paid during the dissolution. If financial obligations remain unpaid, the company must send the dissolution resolution with a debt settlement plan to its creditors, stating the amount, time, place and method of payment (Clause 3, Article 208 of the Law on Enterprises No. 59/2020/QH14). If the company cannot pay all its debts, dissolution is not the right route and bankruptcy under the Law on Restructuring and Bankruptcy No. 142/2025/QH15 (in force from 1 March 2026) should be considered.
What does the dissolution file contain, and must it show that tax and insurance have been paid?
The file contains the dissolution notice, the asset liquidation report and the list of creditors and debts paid, including payment in full of tax debts and unpaid social, health and unemployment insurance contributions for employees (Clause 1, Article 210 of the Law on Enterprises No. 59/2020/QH14; Clause 3, Article 64 of Decree 168/2025/ND-CP). A joint stock company that is not a listed company or a company registered for securities trading must attach a copy of the shareholder register to the dissolution notice (Article 13 of Decree 296/2026/ND-CP). After receiving the file, the business registration office passes the information to the tax authority; if the tax authority states that the company has not completed its tax obligations, the registration office notifies the company (Clause 5, Article 64).
What if the dissolution resolution has been adopted but the file is not filed? Can the resolution be cancelled?
If, 180 days after the provincial business registration office receives the dissolution resolution or decision, it has received no dissolution file, no file closing branches, representative offices and business locations, and no written objection from the tax authority or an interested party, it changes the company’s status to dissolved and issues a notice within 3 working days after the period ends (Clause 6, Article 64 of Decree 168/2025/ND-CP). Within those 180 days, if the status has not yet changed to dissolved and the company does not continue the dissolution, it sends a notice of cancellation with the resolution or decision cancelling the dissolution resolution; the registration office publishes it and restores the company’s status within 1 working day (Clause 7, Article 64). The condition for dissolution remains that all debts and other property obligations are paid (Clause 2, Article 207 of the Law on Enterprises).
What happens if a company’s Enterprise Registration Certificate is revoked?
Revocation of the Enterprise Registration Certificate is a ground for compulsory dissolution, unless the Law on Tax Administration provides otherwise (Point d, Clause 1, Article 207 of the Law on Enterprises). Grounds for revocation include a false registration file, suspending business for one year without notifying the registration office and the tax authority, and failing to submit a required report within 6 months of the due date or of a written request (Clause 1, Article 212). The company must convene a meeting to decide on dissolution within 10 days of receiving the revocation decision, pay its debts in the order of priority in Clause 5, Article 208, and have its legal representative file the dissolution file within 5 working days of paying off all debts (Clauses 2, 3 and 4, Article 209 of the Law on Enterprises; Clause 2, Article 65 of Decree 168/2025/ND-CP). If, 180 days after the registration office announces that the company is in the process of dissolution, it has received no dissolution file and no written objection, the company’s status changes to dissolved (Clause 3, Article 65). The managers concerned are jointly liable for the company’s debts (Clause 2, Article 207).
How long can a company suspend business in Vietnam?
Each suspension notice may cover up to 12 months, and total consecutive suspension may not exceed 24 months (Clause 1, Article 60 of Decree 168/2025/ND-CP, as amended by Article 11 of Decree 296/2026/ND-CP). Suspension time before 23 July 2026 counts towards the cap (Clause 1, Article 21 of Decree 296/2026/ND-CP). A foreign-invested company that stops its investment project must also notify the investment registration authority within 5 working days, and a project may be stopped for no more than 12 months in total (Clause 1, Article 35 of the Law on Investment No. 143/2025/QH15; Article 65 of Decree 96/2026/ND-CP).
Must a foreign-invested company terminate its investment project when it dissolves?
Yes, unless the project is transferred to another investor. The investor sends the project termination decision and the IRC to the investment registration authority within 15 working days of the decision and dissolves the company under the Law on Enterprises (Point a, Clause 2 and Clause 7, Article 66 of Decree 96/2026/ND-CP). If a company is dissolved without terminating or transferring its project, the authority terminates the project itself (Point i, Clause 2, Article 36 of the Law on Investment No. 143/2025/QH15).
