Procedures for Business Dissolution Registration under Vietnamese Law

1. Legal basis?

- Law No. 59/2020/QH14 dated June 17, 2020 on Enterprises;

- Law No. 76/2025/QH15 dated June 17, 2025, amending and supplementing a number of articles of the Law on Enterprises;

- Decree No. 168/2025/ND-CP dated June 30, 2025, on enterprise registration;

- Decree No. 296/2026/ND-CP dated July 23, 2026, amending and supplementing a number of articles of Decree No. 168/2025/ND-CP dated June 30, 2025 of the Government on enterprise registration;

- Circular No. 121/2026/TT-BTC dated August 21, 2026, amending and supplementing a number of articles of Circular No. 68/2025/TT-BTC dated July 1, 2025 of the Ministry of Finance promulgating forms used for enterprise registration and business registration.

2. Definition of business dissolution?

Business dissolution refers to the termination of the operations and existence of an enterprise when the enterprise no longer exists or no longer meets the conditions to continue existing as a legal entity. Accordingly, the enterprise owner must carry out the necessary legal procedures to terminate the enterprise's legal status, as well as its related rights and obligations, with the business registration authority.

3. Cases and conditions for business dissolution?

Pursuant to Article 207 of the Law on Enterprises 2020 (as amended and supplemented in 2025), an enterprise shall be dissolved in the following cases:

(i) The operating term specified in the company's Charter expires without a decision to extend such term;

(ii) Dissolution is decided by the competent authority or body, including the owner of a private enterprise, the Members' Council of a partnership, the Members' Council or owner of a limited liability company, or the General Meeting of Shareholders of a joint stock company;

(iii) The company no longer has the minimum number of members or shareholders required by law for a continuous period of 06 months without carrying out procedures for conversion of its enterprise type;

(iv) The enterprise's Enterprise Registration Certificate is revoked, except where otherwise provided by the Law on Tax Administration.

An enterprise may only be dissolved if it has fully paid all debts and other property-related obligations and is not involved in any dispute being resolved by a court or an arbitral tribunal. Relevant managers and the enterprise specified in point (iv) above shall be jointly liable for the enterprise's debts.

4. Dossier for business dissolution registration?

Pursuant to Clause 1, Article 210 of the Law on Enterprises 2020 (as amended and supplemented in 2025), the dissolution dossier shall include the following documents:

(i) Notice of enterprise dissolution (Form No. 30 issued under Circular No. 121/2026/TT-BTC);

(ii) Report on the liquidation of the enterprise's assets; list of creditors and amounts of debts paid, including full payment of tax debts and social insurance, health insurance, and unemployment insurance contributions owed to employees following the decision on enterprise dissolution (if any).

5. Procedures for business dissolution registration?

Pursuant to Article 208 of the Law on Enterprises 2020 (as amended and supplemented in 2025) and Article 64 of Decree No. 168/2025/ND-CP (as amended and supplemented by Decree No. 296/2026/ND-CP), the registration of enterprise dissolution shall be carried out according to the following procedures:

Step 1: Adoption of the resolution or decision on enterprise dissolution

Step 2: Within 07 working days from the date on which the resolution or decision on dissolution is adopted, the enterprise shall submit the following documents to the provincial-level Business Registration Authority where the enterprise's head office is located:

(i) The resolution or decision on dissolution issued by the owner of a private enterprise in the case of a private enterprise; by the company owner in the case of a single-member limited liability company; by the Members' Council in the case of a two-member-or-more limited liability company or a partnership; or the resolution of the General Meeting of Shareholders in the case of a joint stock company;

(ii) Minutes of the meeting of the Members' Council in the case of a two-member-or-more limited liability company or a partnership, or minutes of the General Meeting of Shareholders in the case of a joint stock company, regarding the dissolution of the enterprise;

(iii) Debt settlement plan (if any).

Step 3: Within 03 working days from the date of receipt of the resolution or decision on dissolution, the provincial-level Business Registration Authority shall:

 (i) Publish the resolution or decision on dissolution and concurrently issue a notice stating that the enterprise is undergoing dissolution procedures, as well as the status of branches, representative offices, and business locations undergoing procedures for termination of their operations, on the National Business Registration Portal;

(ii) Change the legal status of the enterprise to "undergoing dissolution procedures" and change the legal status of its branches, representative offices, and business locations to "undergoing procedures for termination of operations" in the National Enterprise Registration Database;

(iii) Send information on the dissolution of the enterprise and information on the ongoing procedures for termination of operations of its branches, representative offices, and business locations to the tax authority and the civil judgment enforcement authority.

Step 4: Within 05 working days from the date on which all debts of the enterprise have been fully paid, the enterprise shall submit the application for enterprise dissolution registration to the provincial-level Business Registration Authority where the enterprise's head office is located. The application for enterprise dissolution registration shall include the documents specified in Clause 1, Article 210 of the Law on Enterprises. For a joint stock company that is neither a listed company nor a company registered for securities trading, the notice of enterprise dissolution included in the enterprise registration dossier must be accompanied by a copy of the shareholder register.

Note: Before submitting the application for enterprise dissolution registration, the enterprise must complete the procedures for termination of operations of its branches, representative offices, and business locations with the provincial-level Business Registration Authority where the relevant branch, representative office, or business location is located.

Step 5: After 180 days from the date on which the resolution or decision on dissolution is received, if the Business Registration Authority has not received any notification from the enterprise regarding the dissolution or any written objection from a relevant party, or within 05 working days from the date of receipt of the dissolution application, the Business Registration Authority shall update the enterprise's legal status in the National Enterprise Registration Database to "dissolved" and publish a notice of the enterprise's dissolution on the National Business Registration Portal.

Note: For an enterprise using a seal issued by the police authority, the enterprise is responsible for returning the seal and the Certificate of seal specimen registration to the police authority in accordance with applicable regulations.

The enterprise dissolution registration procedure is a strict legal process that requires compliance at every stage, from adopting the dissolution decision and liquidating assets to fulfilling debt, social insurance, and tax obligations and completing the required procedures with the Business Registration Authority. Understanding the relevant legal grounds and properly following each prescribed step not only enables an enterprise to lawfully terminate its legal status and protect the legitimate rights and interests of its owners and employees, but also helps minimize potential legal risks arising during the dissolution process.