Dissolution, Closure and Business Suspension

What is dissolution, and how does it differ from other closure or suspension procedures?

Dissolution is the permanent closure of a company under the 2020 Law on Enterprises. A company can only be dissolved once it ensures full payment of debts and other property obligations, and is not in the process of a dispute being resolved at a Court or Arbitration body (Article 207.2).

Some procedures clients often call "closing the company", but are not dissolution:

• Business suspension: the company still exists; it merely halts operations for a period.
• Terminating a household business: a separate procedure specific to household businesses.
• Terminating a branch or representative office: closing a dependent unit; the company itself still exists.
• Bankruptcy: when a company is no longer able to pay its debts in full, the appropriate course of action may fall under bankruptcy law and needs separate consideration.

For companies whose tax registration is combined with business registration (the inter-agency single-window mechanism), the dissolution dossier is submitted to the business registration authority; the information is then forwarded to the tax authority to terminate the tax code's validity. So in the usual case, you do not need to carry out a separate procedure to "close the tax code"; what you need to do is complete your tax obligations beforehand. For a company that has been notified by the tax authority as not operating at its registered address, it must complete the procedure with its directly managing tax authority before submitting the dissolution dossier (Circular No. 90/2026/TT-BTC, Article 13.4 and 13.6).

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Company Dissolution Steps Under Current Regulations

Under Article 208 of the 2020 Law on Enterprises, dissolution follows this order: adopting the dissolution decision, sending the decision within 07 working days, liquidating assets and paying debts, completing tax obligations, submitting the dossier within 05 working days from the date all debts are paid, and then the business registration authority updates the status. The law sets a deadline for each step but does not set a fixed total time.

Step	What is done	Who does it	You prepare	Deadline · legal basis
0	Check status: legal status, tax code status, outstanding obligations, accounting records	Thái Tín does a preliminary check; a specialized partner reviews the records when needed	Company tax code, registration certificate, accounting records, and existing reports	A preparatory step, not one required by law
1	Adopting the resolution and dissolution decision (reason, debt payment deadline, plan for employees, etc.)	Owner / Members' Council / General Meeting of Shareholders, depending on the business type	Information on the owner, members, or shareholders; list of contracts and employees	Article 208.1
2	Sending the decision and meeting minutes to the business registration authority, the tax authority, and employees; posting on the National Business Registration Portal; and displaying it at the head office. If debts remain: enclose the debt settlement plan	The company; Thái Tín helps prepare it within the agreed scope	The signed decision and meeting minutes	07 working days from the date of adoption · Article 208.3
3	The business registration authority announces the status "undergoing dissolution procedures"	Business registration authority	—	Article 208.4
4	Liquidating assets and paying debts in order: employee benefits → tax debts → other debts	The company	List of creditors and debt amounts; remaining assets	Article 208.2, 5, 6
5	Completing tax obligations with the tax authority	The company; tax finalization and reporting are carried out by a specialized partner; the tax authority reviews them	Invoices, documents, and tax reports for each period	Law No. 108/2025/QH15 on Tax Administration, Article 17
6	Submitting the dissolution dossier to the provincial business registration authority	The legal representative; the dossier is prepared according to the agreed division of work	Dissolution notice; asset liquidation report; list of creditors and debts paid (for unlisted joint stock companies: enclose the shareholder register)	05 working days from the date all debts are paid · Article 208.7, Article 210.1; Decree No. 168/2025/NĐ-CP, Article 64.3 (as amended by Decree No. 296/2026/NĐ-CP, Article 13)
7	The business registration authority updates the status to "dissolved"	Business registration authority	—	05 working days from receipt of the dossier; or after 180 days from receipt of the decision if no objection is raised · Article 208.8

• From the date of the dissolution decision, the company is prohibited from certain acts, such as signing new contracts (except contracts for the purpose of dissolution), pledging or mortgaging assets, and raising capital (Article 211). Contracts and assets should be arranged before issuing the decision.
• The person who signs the dossier is responsible for the truthfulness and accuracy of the dissolution dossier (Article 210.2).
• Every case is different. The table above is a general framework; the specific roadmap can only be set after checking your status.

What Thái Tín does for you during dissolution

The state authority reviews the dossier and decides; Thái Tín tells you each step in advance so you can stay in control.

What does the cost of dissolution include?

Thái Tín quotes a price after checking your status. The cost of dissolution should be split into 3 separate parts, so you know who each amount is paid to and why.

1. Thái Tín's service fee: checking your status, setting a roadmap, helping prepare records, coordinating and following up.
2. Third-party fees: for example, fees for accounting/tax partners handling finalization and reporting; government fees and charges, if any.
3. The company's outstanding tax and financial obligations: unpaid tax, late-payment interest, fines if any, and unpaid wages or insurance owed to employees.

Part 3 is the company's own obligation, identified when checking its status. Thái Tín's quote lists each part separately and states any conditions that may add further costs, so you know who each amount is paid to and why.

Questions and Answers About Company Dissolution