Process and Procedures for Dissolving a Company or Enterprise in Vietnam

Dissolving a company or enterprise means terminating its legal personality, including its rights and obligations. The decision to dissolve can originate from the enterprise itself (voluntary dissolution) or from a competent authority (mandatory dissolution).

1. Cases of Company or Enterprise Dissolution

According to the Law on Enterprises of Vietnam 2020, an enterprise can be dissolved in the following cases:

• Voluntary Dissolution: Based on a decision by the enterprise owner or when the enterprise does not decide to extend its operational term stated in its charter.
• Mandatory Dissolution: If the company no longer maintains the minimum number of members for 6 consecutive months or has its business registration certificate revoked.

Regardless of whether the dissolution is voluntary or mandatory, the dissolution procedure must be carried out within the legally prescribed time frame.

2. Dossier for Dissolving a Company or Enterprise

2.1. Voluntary Dissolution

Voluntary dissolution includes two sub-cases: with and without an invoice history. Regardless of whether the dissolving enterprise has generated revenue or not, a dossier must be submitted simultaneously to the tax authority and the Department of Planning and Investment (DPI), with the detailed dossier as follows:

➤ Dossier for dissolution (with/without invoice history) to be submitted to the tax authority

• Written request for termination of the tax code.
• Confirmation of no customs tax debts.
• Meeting minutes on the dissolution from the Shareholders’ Council (joint-stock company) or Members’ Council (two-or-more-member limited liability company).
• Decision on the dissolution of the company.
• Power of attorney.

➤ Dossier for dissolution (with/without invoice history) to be submitted to the Department of Planning and Investment (DPI)

• Dissolution notice.
• Dissolution decision.
• Meeting minutes on the dissolution from the Shareholders’ Council (joint-stock company) or Members’ Council (two-or-more-member limited liability company).
• List of employees.
• List of creditors and settled debts.
• Asset liquidation report.
• Confirmation of stamp return to the police authority.
• Power of attorney.

2.2. Mandatory Dissolution

Enterprises subject to mandatory dissolution by a court order or due to the revocation of their enterprise registration certificate must prepare a dossier similar to that for voluntary dissolution. However, the procedure will have a few differences.

3. Process and Procedures for Dissolving a Company or Enterprise

3.1. Voluntary Dissolution

➤ Dissolving an enterprise with no invoice or revenue history After preparing the dossier as guided, you proceed with the following steps to submit the dossier to the tax authority and the DPI:

Submit the dissolution dossier to the tax authority

• Step 1: Submit the dossier for confirmation of no tax debts.
• Step 2: Settle the bank account.
• Step 3: Submit the dissolution dossier to the Tax Team directly managing the enterprise.
• Step 4: Submit other related reports at the time of dissolution, such as quarterly tax reports, tax finalization dossiers, tax debt reconciliation, business license fee declarations/quarterly VAT, etc.

Submit the dissolution dossier to the DPI

• Step 1: Submit a notice that the dissolution procedure is in progress on the National Enterprise Registration Portal.
• Step 2: Submit the dossier to announce that the enterprise has been dissolved.
• Step 3: Submit the hardcopy dossier directly to the DPI and receive the dissolution results.

➤ Dissolving an enterprise with an invoice and revenue history In general, the dissolution steps for an enterprise with revenue are similar to the case with no revenue, except that the enterprise must submit a notice of invoice cancellation to the Tax Team, and the review process for tax-related matters is more complex. The detailed steps are as follows:

Submit the dissolution dossier to the tax authority

• Step 1: Submit the dossier for confirmation of no tax debts at the Customs Department.
• Step 2: Settle the bank account.
• Step 3: Submit the dissolution dossier to the Tax Team.
• Step 4: Submit related reports to the Tax Team, such as the notice of invoice cancellation, any outstanding quarterly tax reports at the time of dissolution, tax finalization dossiers, tax declaration reconciliation, tax debts, etc.

Submit the dissolution dossier to the DPI

• Step 1: Submit a notice that the dissolution procedure is in progress on the National Enterprise Registration Portal.
• Step 2: Submit the dossier to announce that the enterprise has been dissolved.
• Step 3: Submit the hardcopy dossier directly to the DPI and receive the dissolution results.

3.2. Mandatory Dissolution

Although not divided into two cases (with/without revenue history) like voluntary dissolution, mandatory dissolution is almost always related to a court decision. Therefore, the regulations and procedures for mandatory dissolution are more difficult than for voluntary dissolution.

Additionally, the procedure will vary depending on the specific reason for mandatory dissolution.

➤ Dissolving a company due to the revocation of its enterprise registration certificate

• Submit the dissolution dossier to the tax authority: Similar to the voluntary dissolution case.
• Submit the dissolution dossier to the DPI:
  • Step 1: Immediately after issuing the decision to revoke the enterprise registration certificate or receiving the dissolution decision from the Court, the business registration authority must announce on the National Enterprise Registration Portal that the enterprise is undergoing dissolution procedures (together with the decision to revoke the enterprise registration certificate or the court’s decision).
  • Step 2: Within 10 days from the date of receiving the decision to revoke the enterprise registration certificate or the dissolution decision from the Court, the enterprise must hold a meeting to pass a dissolution decision. The enterprise then sends the dissolution decision to the business registration authority, the tax authority, and other relevant individuals and organizations such as employees, customers, and partners.
  • Step 3: Publicly post the dissolution decision at the company’s head office and other dependent units such as branches and representative offices (if any).
  • Step 4: If debts and other financial obligations have not been fully paid, the enterprise must send a settlement plan to creditors and related individuals and organizations.
  • Step 5: The enterprise organizes the liquidation of assets and debts.
  • Step 6: Within 5 working days from the date of settling all related debts and financial obligations, the enterprise submits a request for enterprise dissolution to the DPI.
  • Step 7: The DPI will update the enterprise’s legal status to “dissolved” on the National Enterprise Registration Information System if there are no objections from related parties within 180 days from the date of announcing that the enterprise is undergoing dissolution procedures, or within 5 working days from the date the DPI receives the dissolution dossier.

➤ Dissolving a company due to not maintaining the minimum number of members for its type Besides the case of license revocation, if an enterprise changes the number of its members but fails to carry out the procedure to adjust its enterprise type for 6 consecutive months, it falls under mandatory dissolution. However, in this case, the procedure is similar to voluntary dissolution.

Note: Regardless of whether the dissolution is voluntary or mandatory, the enterprise must simultaneously dissolve its branches, representative offices, and business locations, if any.

4. Company and Enterprise Dissolution Services at VN Law Firm

Our company and enterprise dissolution services at VN Law Firm help clients save a significant amount of time and effort. With VN Law Firm, you will receive company and enterprise dissolution services including:

• Consulting on the process and procedures for dissolving a company or enterprise.
• Advising clients on preparing the necessary documents.
• Drafting and submitting the dossier for dissolving a company or enterprise on behalf of the client.
• Monitoring the dossier, supplementing, or correcting it (if necessary).
• Carrying out the procedure to publish enterprise registration information on the Information Portal.
• Handing over the dissolution confirmation certificate.
• Guiding clients on important post-dissolution procedures to be aware of.