Dissolution Procedures upon Revocation of Enterprise Registration Certificate Due to Inactivity at Registered Head Office

Case Study:

Enterprise X (a limited liability company with two or more members, headquartered in Province A, with 01 branch in Province B) was not operating at its registered address and was classified by the Tax Authority under the status "Taxpayer not operating at registered address." On March 15, 2026, the Business Registration Office of Province A issued a decision revoking Enterprise X's ERC. The Tax Authority concurrently issued a notice of temporary exit suspension against the legal representative and considered applying the same measure to the beneficial owners. On April 20, 2026, the enterprise finally engaged with the tax authority, liquidated its assets, and settled all accrued financial obligations.

Question 1: Following the issuance of a decision to revoke an ERC, what system data must the Business Registration Authority process?

Pursuant to Clause 1, Article 65 of Decree No. 168/2025/ND-CP, within 03 working days from the date of issuing the revocation decision (March 15, 2026), the Business Registration Authority of Province A must perform the following three actions:

1. Public Information Disclosure: Publish the ERC revocation decision on the National Business Registration Portal; publish notices stating that Enterprise X is undergoing dissolution procedures and that its branch in Province B is undergoing operation termination procedures.

2. National Database Update: Update the legal status of Enterprise X to "Undergoing dissolution procedures" and that of the branch to "Undergoing operation termination procedures."

3. Inter-Agency Data Sharing: Transmit data regarding the dissolution of the enterprise and the operation termination of the branch to the Tax Authority and the Civil Judgment Enforcement Agency to coordinate oversight of asset liabilities.

Question 2: How are legal representatives and beneficial owners subjected to temporary exit bans in such circumstances?

Under the laws on Tax Administration and Entry/Exit, an enterprise having its ERC revoked without fulfilling its financial liabilities triggers stringent individual sanctions:

• For Legal Representatives: When an enterprise has its tax code locked or its ERC revoked due to abandonment of its business address while retaining tax arrears, the Tax Authority directly submits a written request to the Immigration Department (Ministry of Public Security) to issue a temporary exit suspension decision until all tax obligations are fully settled.

• For Beneficial Owners: Individuals holding ultimate ownership, actual control, or controlling equity interests in the enterprise are also subject to joint verification. Where there are indications of tax evasion or where the enterprise incurs substantial tax debts, competent authorities possess full legal authority to impose exit prevention measures on beneficial owners in accordance with applicable laws.

• Procedure for Lifting the Temporary Exit Ban: Only when the enterprise has settled the principal tax debts, administrative fines, and late payment interests in full and received formal clearance from the managing tax authority will the Tax Authority issue a notice to cancel the temporary exit suspension within 24 hours of obligation completion.

Question 3: What are the enterprise dissolution registration procedures upon the revocation of an Enterprise Registration Certificate?

1. Within 05 working days from the date on which all enterprise debts are settled in full, the legal representative of the enterprise shall submit the enterprise dissolution registration dossier to the provincial Business Registration Authority where the enterprise's headquarters are located. The dossier, order, and procedures for enterprise dissolution registration shall comply with Clauses 3, 4, and 5, Article 64 of Decree No. 168/2025/ND-CP.

2. Upon the expiration of 180 days from the date the provincial Business Registration Authority issues the notice of the enterprise's dissolution status on the National Business Registration Portal, if no dissolution dossier of the enterprise, no termination dossiers of its branches, representative offices, or business locations, and no written objections from the Tax Authority or other relevant organizations/individuals have been received, the provincial Business Registration Authority shall convert the legal status of the enterprise, branches, representative offices, and business locations in the National Business Registration Database to "Dissolved" or "Terminated." Concurrently, it shall issue a notice of enterprise dissolution and operation termination for branches, representative offices, and business locations within 03 working days following the end of the aforementioned period.

Risk Warning: Even if the system automatically updates the status to "Dissolved," if financial obligations have not been conclusively settled, the legal representative and capital-contributing members remain liable for payment with their personal assets. The temporary exit suspension order remains active until all tax debts are fully remitted into the state budget.

See also: Cases subject to temporary exit suspension due to tax debts from July 1, 2026.