Company Dissolution Procedures in Vietnam
Company dissolution is the procedure for terminating the legal existence of a business in accordance with the law
Why this matters
Company dissolution is the procedure for terminating a business's legal existence in accordance with the law. In practice, dissolution is not simply a matter of filing to close the enterprise code — it also involves numerous obligations relating to tax, labor, social insurance, and outstanding debts.
Many businesses run into difficulties during dissolution because their accounting records are incomplete, tax obligations have not been fulfilled, or the legally required sequence has not been followed. This can prolong the process, generate additional costs, or affect the interests of the owners and managers of the company.
With a team of specialists experienced in corporate law, accounting, and tax, we provide a full-package company dissolution service, helping clients complete the entire process efficiently, transparently, and in compliance with the law.
Cases in which a company may be dissolved
Under Vietnamese law, an enterprise may carry out dissolution procedures in the following cases:
- Voluntary dissolution: the owner or the members or shareholders decide to cease operations due to a change in business direction, restructuring, or no longer wishing to continue the business.
- Expiry of the operating term stated in the company charter without an extension.
- The company no longer has the minimum number of members required by law within the prescribed period and does not convert to another enterprise type.
- The Enterprise Registration Certificate (ERC) is revoked by the competent state authority due to serious violations of the law.
What’s included
- Checking the company's enterprise registration status.
- Reviewing tax, accounting, and social insurance obligations.
- Assessing receivables and payables.
- Advising on a suitable dissolution plan.
- Drafting the company dissolution decision.
- Drafting meeting minutes as required by regulations.
- Preparing the related notices and legal documents.
- Guiding the company through the necessary internal procedures.
- Assisting in working with the tax authority.
- Carrying out the procedure to deactivate the tax code.
- Filing the dissolution dossier with the business registration authority.
- Monitoring and handling any requests for supplementary documents (if any).
- Receiving the company dissolution results.
- Handing over the related records and documents to the client.
- Advising on any legal matters arising after dissolution (if any).
How the process works
- 1Step 1: Adopt the dissolution decision
The company issues a dissolution decision and completes the internal procedures required by the Law on Enterprises and the company charter. The contents of the dissolution resolution or decision are set out in detail in Clause 1, Article 208 of the Law on Enterprises 2020.
- 2Step 2: Settle financial obligations
The company settles its debts, tax obligations, salaries, social insurance, and other financial obligations before ceasing operations. Under Clause 5, Article 208 of the Law on Enterprises 2020, debts are paid in the following order of priority: debts owed to employees (salaries, severance allowances, health insurance, social insurance, unemployment insurance, and other entitlements under the collective labor agreement and employment contracts); tax debts; and other debts. After dissolution expenses and debts have been paid, the remainder is distributed to the private enterprise owner, members, shareholders, or the company owner in proportion to their capital contributions or shareholdings.
- 3Step 3: Complete procedures with the tax authority
The company carries out tax finalization, deactivates its tax code, and fulfills the related obligations as required by the tax authority.
- 4Step 4: File the dissolution dossier
After settling its financial obligations, the company files the dissolution dossier with the business registration authority to complete the termination procedure within 05 working days from the date all debts are paid (under Clause 7, Article 208 of the Law on Enterprises 2020).
- 5Step 5: Legal status update
Once the dossier is valid and approved, the business registration authority updates the company's legal status on the National Database on Enterprise Registration, officially recording that the company has been dissolved.
Why choose Clarity for this
Our commitment & responsibility
We commit to professional responsibility on every engagement — including legal liability and compensation should an error on our part occur. Your financial, personal and ownership data is handled under strict confidentiality and in line with Decree 13/2023/NĐ-CP on personal data protection.
Ready to use this service?
Talk to our specialists to get a tailored scope of work and quote.
Request this service