Business Q&A: dissolution, tax, business households

The law does not set a single overall timeframe for every company. Instead, it sets a deadline for each step: send the dissolution resolution within 07 working days from the date it is adopted; file the dissolution registration dossier within 05 working days from the date all debts are paid; and the business registration authority changes the status to “dissolved” within 05 working days from the date it receives the dossier, provided the tax authority does not refuse. The longest part is usually paying debts and completing tax obligations, so the actual time depends on your company’s accounting records and the status of its tax code.

Legal basis: Law on Enterprises 59/2020/QH14 (amended by Law 03/2022/QH15 and Law 76/2025/QH15), Clauses 3, 7 and 8, Article 208; Decree 168/2025/NĐ-CP, Clauses 1 and 5, Article 64; Clause 3, Article 64 as amended by Article 13 of Decree 296/2026/NĐ-CP

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After receiving the dissolution registration dossier, the business registration authority forwards the information to the tax authority, which has 02 working days to send its opinion on whether tax obligations have been completed. Within 05 working days from the date of receiving the dossier, the business registration authority changes the status to “dissolved” if the tax authority has no objection or confirms that obligations are complete; if the tax authority refuses, you receive a notice so you can handle the matter further. For this reason, completing the tax part first and filing afterwards is the way to get the dossier through in a single pass.

On 12/10/2026, the Ministry of Finance issued Official Dispatch 16148/BTC-DNTN (a directive document) requiring business registration authorities to send the information to the tax authority within 01 working day, and to change the status to “Dissolved” within 01 working day after the tax authority’s opinion confirming that tax obligations have been completed.

Legal basis: Decree 168/2025/NĐ-CP, Clause 5, Article 64 (not amended by Decree 296/2026/NĐ-CP); Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Clause 8, Article 208

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There is no single figure, because the cost has three different parts: the service fee of the support provider (if you hire one); third-party fees such as accounting and tax partners and costs arising from the dossier (translation, notarization, etc.); and the company’s own outstanding obligations such as unpaid tax, late-payment interest, unpaid wages, insurance and other debts. The fee for registering the dissolution with the business registration authority alone is waived. The outstanding obligations can only be determined after reviewing the accounting records and reconciling with the tax authority, so Thái Tín first checks the status and only then quotes a price, itemizing each part separately.

Legal basis: Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Clause 2, Article 207; Clause 5, Article 208; Circular 47/2019/TT-BTC, Clause 2, Article 5

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Registering the dissolution of an enterprise is exempt from the enterprise registration fee; this exemption also applies to temporary suspension of business and to the termination of branches, representative offices and business locations. The business license fee stopped being collected from 01/01/2026, but any license fee for earlier years that is still owed must still be reconciled with the tax authority. Other costs such as translation, notarization of documents or the fee for hiring a support provider depend on each case.

Legal basis: Circular 47/2019/TT-BTC, Clause 2, Article 5; Resolution 198/2025/QH15, Clause 7, Article 10

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It is not difficult if the company has complete accounting records, its tax code is in normal status, it has no debts and no branches: the main tasks are issuing the resolution, finalizing taxes and filing the dossier within the statutory deadlines. More careful preparation is needed when the company has been dormant for a long time, is missing tax reports, has been notified as not operating at its registered address, still owes tax or insurance, has branches or has foreign capital, because these matters must be resolved before filing the dossier. The tax authority may also inspect the head office of a dissolving taxpayer that falls into the high-risk category, so figures that reconcile from the start make everything smoother.

Legal basis: Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Clause 2, Article 207; Decree 168/2025/NĐ-CP, Clause 4, Article 64; Circular 90/2026/TT-BTC, Clause 6, Article 13; Law on Tax Administration 108/2025/QH15, Point a, Clause 3, Article 22

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A company with no revenue usually has less work, but it must still go through every step: issue the dissolution resolution, file the tax finalization dossier no later than the 45th day from the date of the resolution, complete invoice obligations and file the dissolution registration dossier. The cost therefore still consists of the service fee (if you hire a provider), the accounting partner’s fee for the tax finalization and any missing reports, plus outstanding obligations if any. You send the enterprise code so that Thái Tín can review the reporting periods already filed, and then quote a price that matches the actual workload.

Legal basis: Decree 252/2026/NĐ-CP, Point b, Clause 5, Article 10; Circular 90/2026/TT-BTC, Article 14

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Terminating the operation of a branch, representative office or business location of an enterprise is exempt from the enterprise registration fee. The labor-intensive part mainly lies in tax: a branch or representative office must complete procedures with its directly managing tax authority to fulfill its tax obligations before filing the termination dossier. The actual cost therefore depends on whether that unit still has tax returns, invoices, tax debt or employees.

Legal basis: Circular 47/2019/TT-BTC, Clause 2, Article 5; Decree 168/2025/NĐ-CP, Clause 1, Article 66; Circular 90/2026/TT-BTC, Clause 5, Article 13

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There is no shortcut that replaces the statutory steps, but you can shorten the waiting time by doing things in the right order. Review the accounting records and tax reports before signing the resolution (because the deadline for the tax finalization dossier is the 45th day from the date of the resolution), terminate branches and business locations in parallel from the start, and prepare the list of creditors and employees early. A dossier that is correct the first time helps avoid being returned or refused by the tax authority.

Legal basis: Decree 252/2026/NĐ-CP, Point b, Clause 5, Article 10; Decree 168/2025/NĐ-CP, Clauses 4 and 5, Article 64

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Before signing the dissolution decision, you should do three things: check the status of the tax code and the reporting periods already filed; list creditors, ongoing contracts, employees, branches and business locations; and review the books so they are ready for finalization. The reason is that a company may be dissolved only after paying all its debts, and the tax finalization dossier must be filed no later than the 45th day from the date of the dissolution decision. If the tax code has been notified as not operating at the registered address, you must complete procedures with the tax authority before filing the dissolution dossier.

Legal basis: Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Clause 2, Article 207; Decree No. 252/2026/NĐ-CP, Point b, Clause 5, Article 10; Circular No. 90/2026/TT-BTC, Clause 6, Article 13

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Voluntary dissolution has five main steps: (1) adopt the dissolution decision; (2) within 07 working days, send the decision to the business registration authority, the tax authority and employees, and post it at the head office, branches and representative offices; (3) liquidate assets, pay debts in the order set by law (employees, taxes, other debts) and finalize taxes; (4) terminate branches, representative offices and business locations; (5) file the dissolution registration dossier within 05 working days from the date all debts are paid. Thái Tín builds the roadmap in exactly this order and coordinates accounting and tax partners for each step.

Legal basis: Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Clauses 1, 3, 5 and 7, Article 208; Decree No. 168/2025/NĐ-CP, Clauses 1 and 4, Article 64; Clause 3, Article 64 as amended by Article 13 of Decree No. 296/2026/NĐ-CP

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Dissolution involves two rounds of paperwork. The first consists of the dissolution decision, the meeting minutes (for companies with two or more members, partnerships and joint-stock companies) and, where applicable, the debt settlement plan. The second is the dissolution registration dossier filed after all debts are paid, consisting of the notice of dissolution, the asset liquidation report, the list of creditors and the amounts of debt paid (including tax debts and employees’ insurance debts); an unlisted joint-stock company that has not registered for securities trading also attaches a copy of the shareholder register.

Legal basis: Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Clause 1, Article 210; Decree No. 168/2025/NĐ-CP, Clause 1, Article 64; Clause 3, Article 64 as amended by Article 13 of Decree No. 296/2026/NĐ-CP

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You file it with the provincial-level business registration authority in the place where the company has its head office, currently the business registration office under the Department of Finance; a company located in a high-tech park files with the High-Tech Park Management Board.

Legal basis: Decree No. 168/2025/NĐ-CP, Clause 1, Article 20 (not amended); Clause 3, Article 64 as amended by Article 13 of Decree No. 296/2026/NĐ-CP

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Yes. The filer logs in to the National Public Service Portal or the national identification application using an electronic identification account, makes the declaration on the National Information System on Business Registration, and then authenticates electronically to submit; an electronic dossier has the same legal value as a paper one. A digital signature is not mandatory: if the filer is the authorized signatory and the declared notice on the system needs only that person’s signature, no digital signature is required; other documents, such as the dissolution decision, are digitally signed or hand-signed and then uploaded as electronic documents. If you authorize another person to file, every document in the dossier must be digitally signed or hand-signed and then uploaded.

Legal basis: Decree No. 168/2025/NĐ-CP, Clause 1, Article 38 (amended by Clause 1, Article 8 of Decree No. 296/2026/NĐ-CP); Article 39 (amended by Article 9 of Decree No. 296/2026/NĐ-CP); Article 37 was repealed by Clause 9, Article 19 of Decree No. 296/2026/NĐ-CP

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The dissolution decision is adopted by the owner of a private enterprise, the Members’ Council (partnerships and companies with two or more members), the owner (single-member limited liability companies) or the General Meeting of Shareholders (joint-stock companies). The decision must state the name and head office address, the reason for dissolution, the time limit and procedures for liquidating contracts and paying debts, and the plan for handling obligations to employees, together with the full name and signature of the owner of the private enterprise, the owner, or the Chairperson of the Members’ Council or Board of Directors.

Legal basis: Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Point b, Clause 1, Article 207 (Law 76/2025/QH15 amended only Point c); Clause 1, Article 208; Decree No. 168/2025/NĐ-CP, Point a, Clause 1, Article 64

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For voluntary dissolution, you do not have to publish in a newspaper yourself: the dissolution decision is published on the National Business Registration Portal (the business registration authority posts it within 03 working days from receiving the decision) and must be posted publicly at the head office, branches and representative offices. Only where dissolution results from revocation of the Enterprise Registration Certificate or from a Court decision, and the law requires newspaper publication, must the dissolution decision be published in a newspaper.

Legal basis: Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Clause 3, Article 208; Clause 2, Article 209; Decree No. 168/2025/NĐ-CP, Clause 2, Article 64

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An enterprise using a seal issued by the police authority must return the seal and the certificate of seal specimen registration to the police authority. Clause 8, Article 64 of Decree No. 168/2025/NĐ-CP provides only for returning seals issued by the police; for a seal the enterprise had made itself, you should manage it yourself and destroy it under internal regulations so that it cannot be used after the company has been dissolved.

Legal basis: Decree No. 168/2025/NĐ-CP, Clause 8, Article 64

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This is the "Tax Code Clean-up – Removing Bottlenecks in Business" campaign of the tax sector under Decision 595/QĐ-CT dated 08/5/2026 of the Tax Department. Its aim is to deal with the files of enterprises that have ceased operating but have not closed their tax code, or that are no longer operating at their registered address.

• For results processed through the end of August 2026, see HD-024.
• Tax authorities review and classify files by risk level and coordinate with business registration, the police, customs and local authorities.
• The way out for an enterprise remains two paths: terminate operations (dissolution) or restore the enterprise to do business again.

Basis: Decision 595/QĐ-CT dated 08/5/2026 (as reported by People's Representative Newspaper, 09/10/2026). Further reading: /kien-thuc/trang-thai-ma-so-thue-khi-giai-the/. Thái Tín helps you review your status and choose the appropriate path — contact us when needed.

No. The Tax Department confirms that the campaign creates no new legal obligations; the obligations on declarations, invoices and tax upon termination or restoration are all already in current law. The tax sector requires that eligible files be resolved promptly and that no procedures beyond those prescribed be created.

• Files with outstanding issues must be given clear guidance on what needs to be supplemented.
• This means a dissolution dossier still follows the 2020 Law on Enterprises and Decree 168/2025/NĐ-CP (amended by Decree 296/2026/NĐ-CP) on enterprise registration, and the Law on Tax Administration 108/2025/QH15 and Circular 90/2026/TT-BTC on tax registration.

Basis: statement by the Deputy Director of the Tax Department (People's Representative Newspaper 09/10/2026; Thanh Niên Newspaper 06/10/2026). Further reading: /kien-thuc/ho-so-giai-the-doanh-nghiep/.

There is currently NO new regulation. On 06/10/2026, the Tax Department stated that a relief measure is being studied along the lines of reducing certain penalties, the business license fee and late-payment interest; a draft is being circulated to ministries for comment before being submitted to the Government.

• The Tax Department made clear that this direction does not mean cancelling principal tax that has arisen from business activity.
• Until a document is issued, penalties, business license fees and late-payment interest continue to be calculated under current regulations.
• Thái Tín will update this answer when an official document is issued.

Basis: Thanh Niên Newspaper 06/10/2026 and 12/10/2026 (Ministry of Finance press conference); People's Representative Newspaper 09/10/2026.

The tax authority recommends that enterprises that have ceased operating not let their files drag on, because actual tax debt continues to accrue late-payment interest. What should be done right away is to check the tax code status and determine the outstanding obligations; this does not depend on any new policy.

• Late-payment interest is calculated at 0.03%/day on the overdue tax amount (Point a, Clause 2, Article 16 of Law on Tax Administration 108/2025/QH15).
• If you know your obligations clearly in advance, the enterprise can apply any new policy immediately when it comes.

Basis: Law 108/2025/QH15, Article 16; recommendation of the Tax Department (Thanh Niên Newspaper 06/10/2026). Further reading: /kien-thuc/giai-the-cong-ty-con-no-thue/. Thái Tín can carry out a preliminary review of the outstanding obligations so that you can decide the timing yourself.

Three first steps recommended by the tax authority: check the tax code status, reconcile the notices received, and then contact the managing tax authority to determine the dossier and the obligations still to be completed. Only after that should you choose between dissolution and restoration.

• The tax code status together with its "reason" determines the order of procedures (for example, status 06 requires terminating the validity of the tax code at the tax authority first).
• Besides tax, there may also be customs and social insurance obligations.

Basis: Tax Department (Thanh Niên Newspaper 06/10/2026; People's Representative Newspaper 09/10/2026); Official Dispatch 10371/BTC-DNTN dated 17/7/2026 (status 06 requires terminating the validity of the tax code before dissolution is completed). Further reading: /kien-thuc/khong-hoat-dong-tai-dia-chi-da-dang-ky/. Thái Tín undertakes the initial review of the dossier and states clearly the way forward.

According to the Tax Department, by the end of August 2026 the tax authorities had completed the tax code closure procedure for nearly 125,000 enterprises, branches and organizations. The tax authorities had also confirmed completion of tax obligations in more than 52,000 cases so that they could proceed with dissolution procedures at the business registration authority.

• Many files outstanding from 2025 and earlier are being handled in a concentrated way in the campaign.
• The tax sector has committed to resolving eligible files on time and not adding procedures beyond those prescribed.

Basis: Thanh Niên Newspaper 06/10/2026 (figures announced by the Tax Department at the Ministry of Finance press conference). Further reading: /kien-thuc/trang-thai-ma-so-thue-khi-giai-the/. Thái Tín helps you review your file so that you follow this channel correctly.

Status 01 shows that the taxpayer has ceased operations and has completed the procedure to terminate the validity of the tax code. This is the final status for the tax part; the tax authority issues the notice of termination of tax code validity on Form 18/TB-ĐKT once the enterprise has fulfilled its obligations.

• Status 03 or 06 does not yet mean the process is complete.
• After receiving the notice, it is advisable to check the status again yourself on the Tax Department’s system.

Legal basis: Circular 90/2026/TT-BTC; guidance of the Tax Department (xaydungchinhsach.chinhphu.vn, 08/8/2026). Further reading: /kien-thuc/trang-thai-ma-so-thue-khi-giai-the/.

Not necessarily. Closing the tax code completes the tax part; the company is fully dissolved only when the business registration authority changes its legal status in the National Database on Enterprise Registration to “Dissolved”. These two steps are carried out by two different agencies.

• Some enterprises have reported that they completed their tax obligations but could not yet be dissolved because of data-connection problems; the Ministry of Finance has issued Official Dispatch 16148/BTC-DNTN to speed this up.
• It is advisable to check both places: the tax code status and the enterprise’s legal status.

Legal basis: Clause 5, Article 64 of Decree 168/2025/NĐ-CP; Official Dispatch 16148/BTC-DNTN dated 12/10/2026 (a directive document). Further reading: /kien-thuc/giai-the-mat-bao-lau/.

Besides tax, an enterprise may still have customs obligations, social insurance obligations and other amounts payable to the state budget. The Tax Department states that only when the enterprise has completed all obligations to the state budget does the business registration authority have enough information to consider the dissolution dossier.

• When terminating the validity of a tax code, the tax authority also confirms obligations to the customs authority.
• An enterprise may be dissolved only when it ensures that all debts and other property obligations are paid.

Legal basis: Clause 2, Article 207 of the 2020 Law on Enterprises; statement of the Deputy Director of the Tax Department (Thanh Niên, 06/10/2026); guidance of the Tax Department (xaydungchinhsach.chinhphu.vn, 08/8/2026). Further reading: /kien-thuc/giai-the-doanh-nghiep-dong-lao-dong-bhxh/. Thái Tín helps review and prepare the dossier before it is filed.

It is not left hanging indefinitely. If, after 02 working days from the date the business registration authority sent the information, no opinion has been received from the tax authority, the business registration authority changes the enterprise to “Dissolved” within the next 01 working day.

• When there is a technical problem, the two agencies must proactively coordinate so that the tax authority responds within 02 working days.
• If the tax authority responds that obligations have not been completed, the enterprise must deal with the outstanding part.

Legal basis: Official Dispatch 16148/BTC-DNTN dated 12/10/2026, items 1 and 3 — a directive document of the Ministry of Finance sent to the provincial Departments of Finance, not a legal normative document. For the statutory deadlines, see the question “How long does it take to get a result after filing the dissolution dossier?” at /hoi-dap/.

After 180 days from the date the business registration authority receives the dissolution resolution (or the notice that the enterprise is carrying out dissolution procedures), if no dissolution registration dossier is received and there is no written objection from the tax authority or an interested party, the enterprise is changed to “Dissolved”.

• If the tax authority objects (usually because of outstanding debt or missing documents), the change does not happen automatically.
• Changing the status does not remove responsibility for obligations that have not been fulfilled.

Legal basis: Official Dispatch 16148/BTC-DNTN dated 12/10/2026 (a directive document), item 2 (citing Clause 6, Article 64 and Clause 3, Article 65 of Decree 168/2025/NĐ-CP). Further reading: /kien-thuc/trach-nhiem-nguoi-dai-dien-sau-giai-the/.

An organization that registers tax directly with the tax authority (not through the business registration authority), is in status 06 and does not wish to continue operating terminates the validity of its tax code directly at the tax authority. The end result is notice 18/TB-ĐKT and status 01.

• Step 1: review the status and prepare the grounds for dissolution or termination.
• Step 2: file the dossier requesting termination of the tax code’s validity.
• Step 3: complete tax returns, finalization and invoice reports, and comply with penalty decisions; the tax authority also confirms obligations to the customs authority.
• Step 4: follow the result and check that the status has changed to 01.

Legal basis: Circular 90/2026/TT-BTC; guidance of the Tax Department (xaydungchinhsach.chinhphu.vn, 08/8/2026). For enterprises registered through the business registration authority, see /kien-thuc/khong-hoat-dong-tai-dia-chi-da-dang-ky/.

Yes. When an enterprise in status 06 applies to restore its tax code, the tax authority verifies the facts at the head office address and draws up a record on Form 15/BB-XMHĐ, confirmed by the local authorities; the representative signs the record together with the tax authority.

• The enterprise needs to display its signboard at the registered address, have a person with authority work directly with the inspectors, and provide accounting records proving its operations when requested.
• Within 10 working days from receiving a complete dossier (Form 25/ĐKT), the tax authority prepares the list of obligations to be completed (Form 19.1/TB-ĐKT).

Legal basis: Circular 90/2026/TT-BTC; guidance of the Tax Department (xaydungchinhsach.chinhphu.vn, 06/8/2026). Further reading: /kien-thuc/trang-thai-ma-so-thue-khi-giai-the/.

The tax code returns to the actual status it had before it was changed to 06, after the tax authority issues the restoration notice on Form 19/TB-ĐKT. The restoration information is automatically transmitted by the tax registration system to the National Information System on Enterprise Registration.

• After that, the enterprise files tax returns and registers and uses e-invoices as normal again.
• It is advisable to check the status yourself on the Tax Department’s portal.

Legal basis: Circular 90/2026/TT-BTC; guidance of the Tax Department (xaydungchinhsach.chinhphu.vn, 06/8/2026).

“Locked” is not an official status name, so first check which status your tax code is actually in. Under status 09 (awaiting verification at the address), you can still file tax returns or submit explanations; under status 06 (not operating at the registered address), you choose between restoring the tax code or completing tax procedures and then dissolving. Each status calls for a different order of steps.

Legal basis: Circular No. 90/2026/TT-BTC, Clauses 1 and 2, Article 16; Circular No. 90/2026/TT-BTC, Clause 6, Article 13; Point b, Clause 1, Article 17

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For an enterprise whose tax registration is handled through the integrated one-stop mechanism, the tax code is terminated when the company is dissolved, goes bankrupt or ceases operations; has its registration certificate revoked; is divided, merged or consolidated; or is notified by the tax authority, after verification, as not operating at its registered address. From the date of the termination notice, the tax code may no longer be used unless it is restored.

Legal basis: Circular No. 90/2026/TT-BTC, Clause 1 and Clause 3, Points a and b, Article 13

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A tax code whose validity has been terminated cannot be used for invoices, tax declarations or transactions; if the company has been notified as not operating at its address, the code can be used only for termination or restoration procedures. Any fines are tied to specific violations, such as late filing of tax returns or invoice violations, and the tax authority handles them when you file for restoration or termination. Outstanding tax obligations must still be fulfilled.

Legal basis: Decree No. 252/2026/NĐ-CP, Clause 5, Article 8; Circular No. 90/2026/TT-BTC, Point b (b.1), Clause 1, Article 18; Law on Tax Administration No. 108/2025/QH15, Clause 1, Article 45

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Normally, no. An enterprise on the integrated system registers its dissolution with the business registration authority, which sends the information to the tax authority to carry out the termination of the tax code’s validity. The exception is an enterprise that has been notified as not operating at its registered address: it must go to its directly managing tax authority to complete tax procedures before filing the dissolution dossier.

Legal basis: Circular No. 90/2026/TT-BTC, Clauses 4 and 6, Article 13

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Status 03 means “taxpayer has ceased operations but has not completed the procedure to terminate the tax code’s validity.” It is common during dissolution or after a license is revoked, and it does not mean the process is finished. Status 06 means “taxpayer is not operating at the registered address,” as verified and notified by the tax authority. Only status 01 means the procedure to terminate validity has been completed.

Legal basis: Circular No. 90/2026/TT-BTC, Clauses 3, 4 and 7, Article 15; Circular No. 90/2026/TT-BTC, Clause 2, Article 16

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This is the legal status applied once the business registration authority has issued a notice that the enterprise is undergoing dissolution procedures: the dissolution decision has been recorded, but the enterprise has not yet completed the process. Normally, the enterprise changes to “dissolved” when the business registration authority issues a notice of dissolution, after the enterprise has paid all its debts and filed the dissolution dossier. In addition, if 180 days pass from the date the dissolution decision is received with no opinion from the enterprise and no written objection from any related party, the business registration authority also updates the enterprise’s legal status.

Legal basis: Decree No. 168/2025/NĐ-CP (amended by Decree No. 296/2026/NĐ-CP; Article 35 was not amended), Clauses 5 and 7, Article 35; Law on Enterprises No. 59/2020/QH14 (amended in 2022 and 2025; consolidated text 67/VBHN-VPQH dated 15/8/2025), Clauses 4, 7 and 8, Article 208

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Yes, in the cases provided by law. The most common is a company that has been notified as not operating at its address but whose registration certificate has not yet been revoked and whose tax code has not yet been terminated. The main document is a written request for restoration on Form 25/ĐKT under Circular No. 90/2026/TT-BTC (replacing Circular No. 86/2024/TT-BTC), filed with the directly managing tax authority before the date of the termination notice. If the company has moved its head office without registering the change, you state the current address, explain the reason, and attach the dossier for changing the registered information.

Legal basis: Circular No. 90/2026/TT-BTC, Point b, Clause 1 and Point b, Clause 4, Article 17

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Within 10 working days from receipt of a complete dossier, the tax authority notifies you of the obligations to be completed (missing returns, invoices, outstanding amounts), imposes penalties for tax or invoice violations where applicable, and verifies the head office. Within 03 working days after you have completed everything, the tax authority issues the restoration notice. Total time depends mainly on how quickly you complete the returns and pay the amounts due.

Legal basis: Circular No. 90/2026/TT-BTC, Point b (b.1, b.3), Clause 1, Article 18

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The tax authority issues a notice of non-restoration when the dossier is incomplete or the case is not eligible for restoration; when more than 30 days have passed since the notice of obligations and you have not completed them or explained the reason; or when verification still finds that the company is not operating at its head office. A company whose registration certificate has been revoked (unless its legal status was later restored) or whose tax code has already been terminated also falls outside restoration by Form 25/ĐKT. In that case, you may consider completing tax procedures and then dissolving.

Legal basis: Circular No. 90/2026/TT-BTC, Point d, Clause 1, Article 18; Circular No. 90/2026/TT-BTC, Point b, Clause 1 and Point b, Clause 4, Article 17; Circular No. 90/2026/TT-BTC, Point a, Clause 1 and Clause 5, Article 17

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Yes, but all required procedures must still be completed. The Ministry of Finance, replying to voters (Official Letter 10371/BTC-DNTN dated 17/7/2026), stated that an enterprise may be dissolved only when it guarantees payment of all debts and obligations; if it has already been notified as not operating at its registered address, its tax code must first be terminated.

• In the same document, the Ministry of Finance states that when an enterprise is dissolved, the tax authority conducts an on-site inspection at the head office for high-risk taxpayers (in addition to other cases specified by law); cases with no risk are handled quickly (Point a, Clause 3, Article 22 of Law 108/2025/QH15).
• Where documents are missing, the books and tax returns must be reconstructed from the remaining data (submitted tax returns, electronic invoices, bank statements).

Legal basis: Official Letter 10371/BTC-DNTN; Article 207 of the 2020 Law on Enterprises. Further reading: /kien-thuc/giai-the-khi-so-sach-ke-toan-thieu/. This is a type of case Thái Tín focuses on handling — contact us for a review of your file.

Not in every case. From 01/7/2026, the tax authority conducts an on-site inspection at the head office upon dissolution or termination of a tax code if the taxpayer is classified as high-risk, as well as in other cases specified by law (signs of violations, according to a plan, at the request of a competent authority, etc.).

• Cases with no risk are handled faster (as explained in Official Letter 10371/BTC-DNTN).
• For the group of dissolution and tax code termination cases, an on-site inspection may be conducted no more than 01 time in 01 year.

Legal basis: Points a and c, Clause 3, Article 22 of Law on Tax Administration 108/2025/QH15. Further reading: /kien-thuc/quyet-toan-thue-khi-giai-the/.

The on-site tax inspection period must not exceed 20 days from the date the inspection decision is announced; where necessary, it may be extended once, by no more than 20 days. For enterprises with related-party transactions, the corresponding period is 40 days, with an extension of no more than 40 days.

• This is the inspection time of the inspection team; it does not include the time the enterprise needs to prepare documents and to handle the conclusions.

Legal basis: Point d, Clause 3, Article 22 of Law on Tax Administration 108/2025/QH15. Further reading: /kien-thuc/quyet-toan-thue-khi-giai-the/.

They typically fall into two parts: obligations to the State (outstanding tax, unpaid business license fees for the past years, penalties for late filing of tax returns, and accumulated late payment interest) and the cost of reconstructing the books, financial statements and missing tax returns. Which amounts arise, and how much, depends on each file.

• Late payment interest: 0.03% per day on the late-paid tax amount.
• When receiving a quotation, it is advisable to separate the obligations to the State from the service fees.

Legal basis: Point a, Clause 2, Article 16 of Law 108/2025/QH15 (late payment interest). Further reading: /kien-thuc/chi-phi-giai-the-gom-nhung-gi/. Thái Tín prepares a table of expected obligations for each case before you make a decision.

It may affect the freezing of the tax debt. For private enterprises and single-member limited liability companies whose tax debt has been frozen (due to dissolution, ceasing operations at the registered address, etc.), if the tax authority discovers that the owner or the representative has established another enterprise or business establishment, the decision to freeze the debt ceases to be effective.

• In that case, late payment interest is calculated in full from the tax payment deadline.
• The owner of a single-member limited liability company also remains responsible for completing the tax obligations when the company terminates its operations or ceases operating at its address without having finished paying (Point c, Clause 1, Article 17 of Law 108/2025/QH15).

Legal basis: Point b, Clause 6, Article 34 of Decree 252/2026/NĐ-CP; Clause 4, Article 20 of Law 108/2025/QH15. Further reading: /kien-thuc/trach-nhiem-nguoi-dai-dien-sau-giai-the/.

Yes. An enterprise that suspends business for 01 year without notifying the business registration authority and the tax authority may have its Enterprise Registration Certificate revoked; tax debt overdue by more than 90 days may be subject to enforcement. Unfinished tax obligations do not disappear on their own either: the owner, members and shareholders who contributed capital are responsible for completing them under the law on enterprises.

Legal basis: Law on Enterprises No. 59/2020/QH14 (amended 2022, 2025; Consolidated Document 67/VBHN-VPQH dated 15/8/2025), Article 212, Clause 1, Point c; Law on Tax Administration No. 108/2025/QH15, Article 48, Clause 1; Article 17, Clause 1, Point c

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It is not mandatory merely because the company is idle: you may notify a temporary suspension of business if you plan to return, or dissolve if you want to close permanently. If the Enterprise Registration Certificate has already been revoked, the enterprise must carry out the dissolution procedure, except where the revocation was made at the request of the tax authority to enforce tax debt collection. Leaving the company abandoned without any notification is the riskiest option.

Legal basis: Law on Enterprises No. 59/2020/QH14 (amended 2022, 2025; Consolidated Document 67/VBHN-VPQH dated 15/8/2025), Article 207, Clause 1, Point d; Decree 168/2025/NĐ-CP (Article 69 is not amended by Decree 296/2026/NĐ-CP), Article 69, Clauses 6 and 7

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The statutory threshold is ceasing business operations for 01 year without notifying the business registration authority and the tax authority. In that case, the business registration authority issues a written request for the legal representative to appear and explain; if the representative does not appear or the explanation is not accepted, a revocation decision is issued. Failing to submit a report requested by the business registration authority within 06 months is also a ground for revocation.

Legal basis: Law on Enterprises No. 59/2020/QH14 (amended 2022, 2025; Consolidated Document 67/VBHN-VPQH dated 15/8/2025), Article 212, Clause 1, Points c and d; Decree 168/2025/NĐ-CP, Article 69, Clauses 3 and 4

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Possibly. Failing to submit a tax return is treated as a violation of tax procedures if no tax payable arises; if it results in a shortfall of tax payable, it constitutes tax evasion. In addition, if the return is still not submitted after the second request notice, the tax code is moved to the status of pending verification at the address; if the company does not resume operations immediately, you should notify a temporary suspension of business or dissolve, instead of leaving the tax returns blank.

Legal basis: Law on Tax Administration No. 108/2025/QH15, Article 45, Clause 1; Clause 4, Points a and l; Circular 90/2026/TT-BTC, Article 16, Clause 1, Point a

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This is a status determined through verification by the tax authority. It usually starts when the company does not submit its tax return after the second notice, when letters from the tax authority are returned, or when there is information backed by evidence. If the company cannot provide an explanation, the tax authority prepares a record together with the local government and issues a notice. This status does not end on its own; the company must submit a restoration file or carry out the termination procedure.

Legal basis: Circular 90/2026/TT-BTC, Article 16, Clauses 1 and 2; Decree 168/2025/NĐ-CP, Article 35, Clause 3

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Yes, following a specific sequence. Before submitting the dissolution file to the business registration authority, you go to the directly managing tax authority to submit a written request using Form 24/ĐKT together with a copy of the dissolution decision, complete the tax procedures, and fulfill the tax and invoice obligations. After that, you pay off all debts and submit the dissolution file as usual.

Legal basis: Circular 90/2026/TT-BTC, Article 13, Clause 6, Point a; Article 14; Law on Enterprises No. 59/2020/QH14 (amended 2022, 2025; Consolidated Document 67/VBHN-VPQH dated 15/8/2025), Article 208, Clause 7

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No, it is not cancelled automatically over time. The law writes off tax debt only in certain cases, for example where enforcement has already been carried out by revoking the registration certificate and the debt is more than 10 years past the due date with no ability to collect; the owner of a private enterprise or a single-member limited liability company whose debt is written off under this case must repay it before returning to business. To close the matter clearly, the proactive approach remains to reconstruct the books, fulfill the obligations, and then dissolve.

Legal basis: Law on Tax Administration No. 108/2025/QH15, Article 21, Clause 1, Point c; Clause 2; Law on Tax Administration No. 108/2025/QH15, Article 17, Clause 1, Point c

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Yes. A taxpayer that is no longer operating at its registered address is among the cases eligible for freezing of tax debt; during the freezing period, late payment interest is temporarily not calculated, but freezing a debt is not writing it off: when the freezing decision ceases to be effective, late payment interest is calculated in full from the payment deadline. Branches, representative offices and business locations of an enterprise that is still operating cannot be frozen under this case.

Legal basis: Law on Tax Administration No. 108/2025/QH15, Article 20, Clause 1, Point d; Clause 4; Decree 252/2026/NĐ-CP, Article 34, Clause 1

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For an enterprise that is subject to enforcement of tax debt, the threshold is tax debt of 500 million VND or more that is overdue by 120 days or more. The persons covered are the legal representative and the beneficial owner of the enterprise. Dealing with the debt before reaching these two thresholds is the most proactive approach.

Legal basis: Law on Tax Administration No. 108/2025/QH15, Article 17, Clause 5, Point a; Decree No. 252/2026/NĐ-CP, Article 28, Clause 1, Point b

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Under tax administration law, for an enterprise, those covered are the legal representative and the individual who is the beneficial owner of the enterprise. Accountants and employees are not covered, unless they are also the legal representative or the beneficial owner. If you are a director and also the legal representative, you are among those who need to monitor the situation.

Legal basis: Law on Tax Administration No. 108/2025/QH15, Article 17, Clause 5, Points a and b; Decree No. 252/2026/NĐ-CP, Article 28, Clause 1, Points b and c

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30 days before the measure is applied, the tax authority sends a notice to the enterprise’s electronic tax account and publishes it on the tax authority’s website. When the measure is applied, the notice is sent to the electronic tax accounts of both the enterprise and the person subject to the suspension. Therefore, you should keep your electronic tax account and digital signature usable and check them periodically.

Legal basis: Decree No. 252/2026/NĐ-CP, Article 28, Clause 3, Point a (a.1)

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Where the company is subject to enforcement, the tax authority issues a notice of cancellation as soon as the outstanding tax debt falls below 500 million VND. Where the company is not operating at its registered address, cancellation is tied to a dossier to restore the tax code together with filing the tax returns and paying the debt down below the threshold, or to the tax code ceasing to be valid. The first thing to do is to reconcile the exact amount of debt with the tax authority that directly manages the company.

Legal basis: Decree No. 252/2026/NĐ-CP, Article 28, Clause 5, Point a (a.1, a.2)

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You send feedback about the tax payment, together with a copy of the payment document, to the tax authority through the tax management information system. The tax authority updates its records and issues a notice of cancellation immediately after receiving the feedback. The immigration management authority cancels the suspension immediately upon receiving that notice.

Legal basis: Decree No. 252/2026/NĐ-CP, Article 28, Clause 5, Points b and c

Possibly. 120 days after the tax authority issues a notice that the company is not operating at its registered address, if the enterprise has not completed the procedure to restore or terminate the validity of its tax code, the legal representative and the beneficial owner are subject to a temporary suspension of exit. This case sets no debt threshold, so completing the procedure early is the safest course.

Legal basis: Law on Tax Administration No. 108/2025/QH15, Article 17, Clause 5, Point b; Decree No. 252/2026/NĐ-CP, Article 28, Clause 1, Point c

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Possibly. The rules on the legal representative and the beneficial owner of an enterprise contain no nationality limit; in addition, a foreigner who has overdue tax debt of their own is subject to the suspension, with no debt threshold. For a foreign-invested company, you should reconcile tax obligations before long trips or before withdrawing to your home country.

Legal basis: Law on Tax Administration No. 108/2025/QH15, Article 17, Clause 5, Points a and c; Decree No. 252/2026/NĐ-CP, Article 28, Clause 1, Points b and d; Clause 4

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A properly conducted dissolution requires all debts, including tax debts, to be paid before the dossier is submitted, so the ground for suspension based on the enterprise’s tax debt no longer exists. The tax authority cancels the suspension when the debt falls below the threshold, or, in the case of not operating at the registered address, when the tax code ceases to be valid. Completing the dissolution procedure is the root solution to this concern.

Legal basis: Law on Enterprises No. 59/2020/QH14 (as amended by Law 03/2022/QH15 and Law 76/2025/QH15), Article 207, Clause 2; Article 208, Clause 7; Decree No. 252/2026/NĐ-CP, Article 28, Clause 5, Point a (a.1, a.2)

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Yes, provided that all debts are guaranteed to be paid in full. On dissolution, employees' entitlements are paid first, then tax debts, then other debts; the dissolution file is submitted within 05 working days from the date all debts are paid. Before the tax code is terminated, the enterprise must also complete its invoice obligations and submit all tax returns and pay all tax.

Basis: Law on Enterprises No. 59/2020/QH14 (amended in 2022 and 2025; consolidated document 67/VBHN-VPQH dated 15/8/2025), Article 207, Clause 2; Article 208, Clauses 5 and 7; Circular 90/2026/TT-BTC, Article 14

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One case of enforcement is when the tax owed is more than 90 days overdue from the end of the payment deadline. There are also cases where the extension period has ended and the debt remains, or where the company owes tax but does not operate at its registered address. A debt being paid in installments with a credit institution's guarantee is not subject to enforcement during the installment period.

Basis: Law on Tax Administration No. 108/2025/QH15, Article 48, Clauses 1, 2, 3 and 6

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When the tax authority applies the measure of suspending the use of invoices, the company cannot issue invoices until the measure ceases to be effective. Other measures include deducting money, freezing accounts, seizing assets, and revoking the enterprise registration certificate. A measure ends when the enforced debt has been paid in full, or when there is a written approval for installment payment, extension, exemption or reduction.

Basis: Law on Tax Administration No. 108/2025/QH15, Article 49, Clause 1, Points a, d, e and h; Clause 2

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You check on the enterprise's electronic tax transaction account: taxpayers have the right to look up the status of their tax obligations and to receive notices of tax owed through this account. After 30 days from the due date without payment, the tax authority also notifies the amount of tax owed and the number of days of late payment. If the password or digital signature has been lost, it is advisable to recover it first.

Basis: Law on Tax Administration No. 108/2025/QH15, Article 37, Clause 1, Point đ; Article 16, Clause 4

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Yes. Taxpayers have the right to request confirmation that they have completed their tax obligations; the detailed procedure is prescribed by the Minister of Finance. On dissolution, an enterprise using the interlinked procedure has the tax authority issue a notice of completion of tax obligations in order to continue the dissolution procedure.

Basis: Law on Tax Administration No. 108/2025/QH15, Article 37, Clause 1, Point i; Clause 3; Circular 90/2026/TT-BTC, Article 15, Clause 3, Point a (a.1)

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The law provides by type of enterprise: for a private enterprise, a single-member limited liability company or a partnership, the enterprise owner, the company owner or the general partners complete the obligations; for a limited liability company with two or more members or a joint-stock company, the contributing members or contributing shareholders are responsible, in accordance with enterprise law. If a dependent unit has not finished, its parent entity is responsible. The obligation does not disappear when a company is abandoned.

Basis: Law on Tax Administration No. 108/2025/QH15, Article 17, Clause 1, Points c and dd

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There is an installment mechanism for a period of not more than 12 months, considered by the head of the tax administration authority on your request, and a guarantee from a credit institution is required. While the installment period applies and the guarantee letter remains valid, that debt is not subject to enforcement, but late-payment interest is still calculated.

Basis: Law on Tax Administration No. 108/2025/QH15, Article 48, Clause 6; Article 16, Clause 1, Point d

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An enterprise may be dissolved only if it guarantees full payment of all debts and other property obligations. If, after review, the assets are not enough to pay the debts, you need to consider the route under the law on restructuring and bankruptcy instead of dissolution. Therefore, prepare a complete debt schedule before making the dissolution decision.

Basis: Law on Enterprises No. 59/2020/QH14 (amended in 2022 and 2025; consolidated document 67/VBHN-VPQH dated 15/8/2025), Article 207, Clause 2; Law on Tax Administration No. 108/2025/QH15, Article 17, Clause 1, Point b

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Yes. A taxpayer that has sent the dissolution resolution and has been recorded by the business registration authority as “carrying out dissolution procedures” on the national information system, but has not yet completed dissolution, falls within the cases where tax debt may be frozen. The head of the tax authority decides on the freeze.

• Other cases are also eligible for a freeze: no longer operating at the registered address; the registration certificate has been revoked.

Legal basis: Points b, d and dd of Clause 1 and Clause 2, Article 20 of the Law on Tax Administration 108/2025/QH15; Clause 1, Article 34 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-cong-ty-con-no-thue/.

It must still be paid. A freeze only means the enterprise is temporarily not charged late-payment interest during the freeze period; when the freeze decision ceases to be effective, the tax authority calculates late-payment interest in full from the tax payment deadline. Freezing debt is different from writing off debt.

• During the freeze, the tax authority continues to monitor and urge collection when the taxpayer has the ability to pay.

Legal basis: Clauses 3 and 4, Article 20 of Law 108/2025/QH15; Clause 5, Article 34 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-cong-ty-con-no-thue/.

In cases of dissolution, abandonment of the address or revocation of the registration certificate, the amount frozen is the total tax debt at the time the freeze begins. The freeze period runs from the date of the freeze decision until the date the decision to terminate that decision takes effect.

• If the amount of debt changes after the freeze, the tax authority issues a decision to adjust it.

Legal basis: Point a of Clause 3, and Points a and c of Clause 4, Article 34 of Decree 252/2026/NĐ-CP.

No, if the parent enterprise is still operating. The tax authority does not freeze debt under the cases of dissolution, abandonment of the address or revocation of the registration certificate for a branch, representative office or business location of an enterprise or organization that is still operating.

• The parent enterprise is responsible for fulfilling the tax obligations of its dependent units (Point đ, Clause 1, Article 17 of Law 108/2025/QH15).

Legal basis: Clause 1, Article 34 of Decree 252/2026/NĐ-CP. Further reading: /hoi-dap/ (question b21). Thái Tín supports the procedures for closing branches and representative offices — contact us to have your dossier reviewed.

A freeze decision ends when the taxpayer has fulfilled its tax payment obligation, when it resumes business operations, when the debt becomes eligible for write-off, or when the owner of the sole proprietorship or the single-member limited liability company establishes another enterprise. After that, late-payment interest is calculated in full.

• Fulfilling the obligation is the most proactive way to close the file.

Legal basis: Points a, b, d and e of Clause 6, Article 34 of Decree 252/2026/NĐ-CP; Clause 4, Article 20 of Law 108/2025/QH15.

Yes. A taxpayer whose enterprise registration certificate has been revoked by a competent authority falls within the cases where tax debt may be frozen. The amount frozen is the total tax debt at the time the freeze begins; during the freeze, late-payment interest is temporarily not charged.

• A freeze is not a write-off: when the freeze decision ceases to be effective, late-payment interest is calculated in full from the payment deadline.
• This case does not apply to a branch, representative office or business location while the enterprise is still operating.

Legal basis: Point đ of Clause 1 and Clause 4, Article 20 of the Law on Tax Administration 108/2025/QH15; Clause 1, Point a of Clause 3 and Point a of Clause 4, Article 34 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-theo-quyet-dinh-thu-hoi-giay-chung-nhan/.

No later than the 45th day from the date the enterprise has its dissolution decision. This deadline applies to the types of tax that are subject to finalization; it differs from the usual deadline, which is the last day of the 3rd month from the end of the finalization period.

Basis: Points a and b, Clause 5, Article 10 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/quyet-toan-thue-khi-giai-the/. Thái Tín helps prepare the tax finalization dossier upon dissolution; contact us for a review of your books.

Yes, in one specific case: where, in the month or quarter in which the dissolution occurs, no tax is withheld and the enterprise is in a case that is not required to finalize personal income tax under the Ministry of Finance's guidance, the enterprise must still submit the personal income tax declaration dossier for that month or quarter.

Basis: Paragraph 2, Clause 6, Article 11 of Decree 252/2026/NĐ-CP.

No. An organization that does not pay income from salaries and wages does not have to submit a personal income tax finalization dossier for income from salaries and wages.

• Other tax obligations must still be finalized up to the time of termination.

Basis: Clause 7, Article 11 of Decree 252/2026/NĐ-CP.

After submitting the dossier to terminate the validity of the tax code, the enterprise no longer has to submit periodic tax declaration dossiers, except for two types: the tax finalization dossier up to the time the tax code ceases to be valid, and the tax declaration dossier for obligations arising after the time the termination dossier was submitted.

Basis: Clause 5, Article 11 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/trang-thai-ma-so-thue-khi-giai-the/.

Yes. A tax refund to an enterprise or organization upon dissolution is one of the cases of refund of overpaid amounts. A tax refund dossier upon dissolution is subject to pre-refund inspection; if a finalization inspection has already been carried out, the tax authority resolves the refund on the basis of that inspection result.

Basis: Point c, Clause 2, Article 29; Point d, Clause 1, Article 30 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/quyet-toan-thue-khi-giai-the/.

A resident individual who is a foreigner and whose labor contract in Vietnam ends must submit the personal income tax finalization dossier before leaving the country, but no later than 45 days from the date the labor contract ends.

• A foreigner with overdue tax debt may be subject to temporary suspension of exit: see HD-058.

Basis: Point d, Clause 5, Article 10 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-doanh-nghiep-von-nuoc-ngoai/. Thái Tín helps FDI enterprises handle tax finalization for foreign personnel when closing down.

Complete the tax obligations first. For an enterprise that registers for tax through the one-stop interlinked mechanism, upon dissolution it registers the dissolution with the business registration authority after completing its tax payment obligations as required.

• An enterprise in status 06: first terminate the validity of the tax code at the tax authority; see HD-005 and a23.

Basis: Clause 2, Article 6 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/ho-so-giai-the-doanh-nghiep/.

The tax authority issues e-invoices with a tax authority code on a per-transaction basis. An organization that has ceased business operations but has not completed the procedure to terminate its tax code, and that liquidates assets or goods and needs invoices to give to the buyer, is among the eligible cases: a VAT invoice if it pays tax under the credit method, a sales invoice if it pays under the direct method.

• The issuance sequence follows the regulations of the Minister of Finance.

Legal basis: Points a.2.1, b.1.1 and d, Clause 2, Article 6 of Decree 254/2026/NĐ-CP. Further reading: /kien-thuc/quyet-toan-thue-khi-giai-the/. Thái Tín helps the enterprise prepare the file requesting invoice issuance for liquidation.

An enterprise that is temporarily suspended but needs invoices to give to customers in order to perform contracts signed before the date of the notified suspension is among the cases in which the tax authority issues e-invoices with a tax authority code on a per-transaction basis.

• General principles on invoices and tax declaration during suspension: see question b37.

Legal basis: Points a.2.2 and b.1.2, Clause 2, Article 6 of Decree 254/2026/NĐ-CP. Further reading: /kien-thuc/tam-ngung-kinh-doanh-hay-giai-the/.

An enterprise subject to enforcement by the tax authority through the measure of suspending invoice use is among the cases eligible for e-invoices with a tax authority code on a per-transaction basis. This is the route to obtain valid invoices for each transaction while the enforcement measure remains in effect.

• When the enforcement measure ends: see question a28.

Legal basis: Points a.2.3 and b.1.3, Clause 2, Article 6 of Decree 254/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-cong-ty-con-no-thue/.

E-invoices are preserved and stored as data messages, ensuring safety and integrity without alteration, and are kept for the full period required by accounting law; they must be ready to be printed on paper or looked up upon request. The enterprise chooses a suitable storage method itself.

• Who is responsible for keeping documents after dissolution: see HD-095.

Legal basis: Clauses 1 and 2, Article 5 of Decree 254/2026/NĐ-CP.

No new contracts may be signed, except contracts to carry out the dissolution (for example, selling assets in liquidation or hiring services to handle the procedures). The enterprise may also not unilaterally terminate contracts that are already in effect.

Legal basis: Points d and e, Clause 1, Article 211 of the Law on Enterprises 59/2020/QH14. Further reading: /kien-thuc/thanh-toan-no-khi-giai-the/.

No. From the time the dissolution decision is made, the enterprise and its managers are strictly prohibited from pledging, mortgaging, donating or leasing assets. Assets are used for liquidation and debt repayment in the order of priority.

Legal basis: Point đ, Clause 1, Article 211; Clause 5, Article 208 of the Law on Enterprises 59/2020/QH14. Further reading: /kien-thuc/thanh-toan-no-khi-giai-the/.

The company must compensate its employees in accordance with the law if it fails to perform, or only partially performs, its responsibility to pay compulsory social insurance contributions and thereby harms their lawful rights and interests.

• For the order of paying social insurance debts upon dissolution, and whether a company that still owes social insurance can be dissolved: see question a35.

Basis: Clause 8, Article 13 of the Law on Social Insurance No. 41/2024/QH15. Further reading: /kien-thuc/giai-the-doanh-nghiep-dong-lao-dong-bhxh/. Thái Tín can help review social insurance debts and employee entitlements before dissolution.

The employer is responsible for coordinating with the social insurance authority in returning the paper social insurance books to employees. This should be completed before the company files its dissolution dossier.

• For confirmation of the contribution period upon dissolution: see questions a34 and a40; for the deadline for payments to employees: see a37.

Basis: Clause 1, Article 13 of the Law on Social Insurance No. 41/2024/QH15. Further reading: /kien-thuc/ho-so-lao-dong-bhxh-doanh-nghiep-lon/.

Yes. Within 07 working days from the date of adoption, the dissolution resolution or decision and the meeting minutes must be sent to the business registration authority, the tax authority and the employees of the enterprise; they must also be published on the National Business Registration Portal and posted publicly at the head office, branches and representative offices.

Basis: Clause 3, Article 208 of the Law on Enterprises No. 59/2020/QH14. Further reading: /kien-thuc/ho-so-giai-the-doanh-nghiep/.

The dissolution resolution or decision must include a plan for handling the obligations arising from labor contracts, in addition to the company name, head office address, reason for dissolution, the time limit and procedure for liquidating contracts and paying debts, and the signature of the competent person.

• For what employees are entitled to receive: see question a36.

Basis: Clause 1, Article 208 of the Law on Enterprises No. 59/2020/QH14. Further reading: /kien-thuc/giai-the-doanh-nghiep-dong-lao-dong-bhxh/.

The confirmation of the contribution period must still be carried out, and the safe approach is to pay the outstanding amount in full first. When an employee leaves, the company must complete the procedure for confirming the period of social insurance and unemployment insurance contributions, in coordination with the social insurance authority; if contributions are still late, the company is required to pay the full overdue amount plus an additional 0.03% per day on the overdue amount. You should reconcile the debt with the social insurance authority, pay it in full, and then issue the confirmation for each employee.

Basis: Labor Code No. 45/2019/QH14 (Consolidated Text 18/VBHN-VPQH of 2026), Article 48, Clause 3, Point a; Law on Social Insurance No. 41/2024/QH15 (Consolidated Text 19/VBHN-VPQH dated 12/02/2026), Article 13, Clause 3; Article 40, Clause 1

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Yes, once the debt has been paid in full. Debts for social insurance, health insurance and unemployment insurance belong to the group of employee entitlements, which are paid ahead of even tax debts, and the enterprise must pay all its debts before filing the dissolution dossier. The dissolution dossier includes a list of creditors and the debts already paid, including debts for insurance contributions.

Basis: Law on Enterprises No. 59/2020/QH14 (amended 2022, 2025; Consolidated Text 67/VBHN-VPQH dated 15/8/2025), Article 208, Clause 5, Point a; Clause 7; Article 210, Clause 1

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Employees are entitled to be paid outstanding wages, wages for unused annual leave days, severance allowance (half a month's salary for each year of work, for employees who have worked regularly for at least 12 months) and any insurance contributions still payable. The period used to calculate severance allowance excludes the time already covered by unemployment insurance. These amounts are paid with priority when the enterprise is dissolved.

Basis: Labor Code No. 45/2019/QH14 (Consolidated Text 18/VBHN-VPQH of 2026), Article 46, Clauses 1 and 2; Article 113, Clause 3; Article 48, Clause 2; Law on Enterprises No. 59/2020/QH14 (amended 2022, 2025; Consolidated Text 67/VBHN-VPQH dated 15/8/2025), Article 208, Clause 5, Point a

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The two parties must settle all amounts in full within 14 working days from the date the labor contract ends; when the enterprise ceases operations, this period may be extended but must not exceed 30 days. The company must also complete the confirmation of the insurance contribution period and return the original documents it has kept from the employee.

Basis: Labor Code No. 45/2019/QH14 (Consolidated Text 18/VBHN-VPQH of 2026), Article 48, Clause 1, Point a; Clause 3, Point a

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The Labor Code does not set a separate notice period for the case where an enterprise ceases operations; the labor contract ends from the time the notice of cessation of operations is given. The Law on Enterprises requires the dissolution decision to include a plan for handling obligations under labor contracts and to be sent to employees within 07 working days from the date of adoption. Giving notice early and clearly helps payments and insurance confirmations go smoothly.

Basis: Labor Code No. 45/2019/QH14 (Consolidated Text 18/VBHN-VPQH of 2026), Article 45, Clauses 1 and 2; Law on Enterprises No. 59/2020/QH14 (amended 2022, 2025; Consolidated Text 67/VBHN-VPQH dated 15/8/2025), Article 208, Clauses 1 and 3

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The company is required to pay the full overdue amount plus an additional 0.03% per day calculated on the overdue amount and the number of days late, is subject to administrative penalties, and is not eligible for commendation or rewards. Failure to pay after 60 days from the due date, despite having been reminded, is treated as evasion of contributions, except where there is a legitimate reason as provided by the Government; evasion is subject to heavier measures. It is therefore advisable to deal with overdue contributions early, especially before dissolution.

Basis: Law on Social Insurance No. 41/2024/QH15 (Consolidated Text 19/VBHN-VPQH dated 12/02/2026), Article 38, Clauses 1 and 4; Article 39, Clause 1, Point đ, Clause 2; Article 40; Article 41

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Participants are provided with monthly contribution information by the social insurance authority through electronic means and may have their insurance contribution information confirmed upon request. However, the procedure for confirming the contribution period when an employee leaves is the company's responsibility, carried out in coordination with the social insurance authority. Upon dissolution, the company should handle this proactively so that employees have peace of mind.

Basis: Law on Social Insurance No. 41/2024/QH15 (Consolidated Text 19/VBHN-VPQH dated 12/02/2026), Article 10, Clause 1, Point c; Article 13, Clause 3; Labor Code No. 45/2019/QH14 (Consolidated Text 18/VBHN-VPQH of 2026), Article 48, Clause 3, Point a

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Members of the Board of Directors (joint-stock companies), members of the Members’ Council (limited liability companies), company owners, owners of private enterprises, the Director or General Director, general partners and the legal representative are jointly responsible for the truthfulness and accuracy of the dissolution dossier.

Legal basis: Clause 2, Article 210 of the Law on Enterprises 59/2020/QH14. Further reading: /kien-thuc/trach-nhiem-nguoi-dai-dien-sau-giai-the/.

The persons who sign and are responsible for the dossier (HD-093) must jointly pay any unresolved employee entitlements, unpaid taxes and other unpaid debts, and bear personal legal liability for the consequences, within 05 years from the date the dissolution dossier is filed with the business registration authority.

• For this reason, the list of creditors and the amounts of debt paid should be checked carefully before signing.

Legal basis: Clause 3, Article 210 of the Law on Enterprises 59/2020/QH14. Further reading: /kien-thuc/trach-nhiem-nguoi-dai-dien-sau-giai-the/. Thái Tín helps review and cross-check the dissolution dossier before it is signed and filed.

The legal representative either stores the accounting documents personally or hires an organization or archive agency in Vietnam to store them after dissolution, and must notify the tax authority in writing of the storage location so that the records can be provided when the tax authority or another competent authority requests them.

Legal basis: Clause 5, Article 63 of Decree No. 252/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-khi-so-sach-ke-toan-thieu/.

The enterprise and its managers are strictly prohibited from: concealing or dispersing assets; abandoning or reducing the right to claim debts; converting unsecured debts into debts secured by the enterprise’s assets; and raising capital in any form. For the prohibitions on contracts and assets, see HD-084 and HD-085.

Legal basis: Points a, b, c and g, Clause 1, Article 211 of the Law on Enterprises 59/2020/QH14.

Depending on the nature and severity of the violation, the individual may be subject to administrative penalties or criminal liability; if damage is caused, compensation must be paid.

Legal basis: Clause 2, Article 211 of the Law on Enterprises 59/2020/QH14.

The owner of a private enterprise, the Members’ Council or the company owner, or the Board of Directors directly organizes the liquidation of assets, unless the company charter provides for a separate liquidation body.

Legal basis: Clause 2, Article 208 of the Law on Enterprises 59/2020/QH14. Further reading: /kien-thuc/thanh-toan-no-khi-giai-the/. Thái Tín helps prepare the asset liquidation report and the accompanying dossier.

An enterprise that still has unpaid financial obligations must send the dissolution decision together with the debt settlement plan to creditors and persons with related rights and interests. The plan must include the creditor’s name and address; the amount of debt, the time limit, the place and the method of payment; and the method and time limit for resolving creditors’ complaints.

Legal basis: second paragraph of Clause 3, Article 208 of the Law on Enterprises 59/2020/QH14. Further reading: /kien-thuc/thanh-toan-no-khi-giai-the/.

After paying dissolution costs and debts, the remainder is distributed to the owner of the private enterprise, the members, the shareholders or the company owner in proportion to their ownership of contributed capital or shares.

• For foreign investors, the amount distributed is remitted abroad through the investment capital account: see HD-061 and HD-062.

Legal basis: Clause 6, Article 208 of the Law on Enterprises 59/2020/QH14. Further reading: /kien-thuc/thanh-toan-no-khi-giai-the/.

Temporary suspension suits you if you plan to resume operations: each suspension may not exceed 12 months, the total consecutive period may not exceed 24 months, and during this time the company must still pay outstanding taxes and insurance in full and perform the contracts it has signed. Dissolution suits you if you want to close permanently and are able to pay all debts. If you are unsure, first check the status of the tax code and any remaining obligations, because that result determines which option is feasible.

Basis: Decree 168/2025/NĐ-CP, Clause 1, Article 60 (amended by Clause 1, Article 11 of Decree 296/2026/NĐ-CP); Law on Enterprises 59/2020/QH14, Clause 3, Article 206; Clause 2, Article 207

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For enterprises, branches, representative offices and business locations, each suspension notice may not exceed 12 months, and from 23/7/2026 the total consecutive suspension period may not exceed 24 months; time already suspended before this date is also counted. The regulation limits the total consecutive period to 24 months and does not state a limit on the number of notices; for each notice you must submit it at least 03 working days before the suspension date or the date the suspension continues.

Basis: Decree 168/2025/NĐ-CP, Clause 1, Article 60 (amended by Clause 1, Article 11 of Decree 296/2026/NĐ-CP); Decree 296/2026/NĐ-CP, Clause 1, Article 21

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During the suspension period, you do not have to submit tax declaration dossiers. The exception is a suspension that does not cover a full month, quarter, calendar year or fiscal year: you must still submit the monthly or quarterly return for that period and the annual finalization dossier. You must also continue to comply with the tax authority's notices and decisions on debt collection reminders, enforcement and tax inspection during the suspension.

Basis: Decree 252/2026/NĐ-CP, Points c.1 and c.3 of Point c, Clause 1, Article 7

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No, because the business license fee has ceased to be collected from 01/01/2026, whether the company is operating or suspended. Any business license fee for 2025 and earlier that is still owed must nevertheless be paid in full, because a suspended enterprise still has the obligation to pay all outstanding taxes.

Basis: Resolution 198/2025/QH15, Clause 7, Article 10; Law on Enterprises 59/2020/QH14, Clause 3, Article 206

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Invoices may not be used during the suspension period, unless the tax authority approves in accordance with the invoice regulations (in which case tax declaration dossiers must be submitted). As for contracts, the company must still perform the contracts already signed with customers and employees, unless the parties agree otherwise. If you need to resume business early, submit a notice of resumption at least 03 working days before the resumption date.

Basis: Decree 252/2026/NĐ-CP, Point c.2 of Point c, Clause 1, Article 7; Law on Enterprises 59/2020/QH14, Clause 3, Article 206; Decree 168/2025/NĐ-CP, Clause 1, Article 60 (amended by Clause 1, Article 11 of Decree 296/2026/NĐ-CP)

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Yes. The conditions for dissolution do not depend on whether the company is operating or suspended: the company must have paid all its debts and property obligations and must not be involved in a dispute pending before a Court or Arbitration. You make the dissolution decision and follow the steps as usual; the tax finalization dossier is still due on the 45th day from the date of the dissolution decision.

Basis: Law on Enterprises 59/2020/QH14 (amended 2022, 2025), Clauses 1 and 2, Article 207; Article 208; Decree 252/2026/NĐ-CP, Point b, Clause 5, Article 10

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Yes; the law requires the enterprise, during the suspension, to still pay outstanding taxes and insurance in full and to comply with the tax authority's measures for debt collection reminders, enforcement and temporary suspension of exit from the country. However, an enterprise that the tax authority has notified as not operating at its registered address may not carry out the suspension procedure until it has completed the procedure for restoring its tax code.

Basis: Law on Enterprises 59/2020/QH14, Clause 3, Article 206; Decree 252/2026/NĐ-CP, Point c.3 of Point c and Point e.2 of Point e, Clause 1, Article 7

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For suspension notices from 23/7/2026, within 05 working days from the end of the period, the legal representative must confirm the continuation of business on the National Information System on Business Registration. If no confirmation is made, the business registration authority requests a report; if no report is submitted after 06 months, the Certificate is revoked and the enterprise must carry out the dissolution procedure. If you want to extend the suspension, submit a notice at least 03 working days before the date the suspension continues, within the 24-month total limit.

Basis: Decree 168/2025/NĐ-CP, Clause 1, Article 60 (amended by Clause 1, Article 11) and Clause 8, Article 60 (added by Clause 3, Article 11 of Decree 296/2026/NĐ-CP); Decree 296/2026/NĐ-CP, Clause 2, Article 21

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Before terminating a branch, the enterprise must terminate all business locations attached to that branch with the provincial-level business registration authority where each location is situated. Only after that does it carry out the tax procedures and file the dossier to terminate the branch.

• The short order: business location → branch → (if dissolving) the company — see question b17.

Basis: Clauses 1 and 5, Article 66 of Decree 168/2025/NĐ-CP. Further reading: /hoi-dap/ (b18, b22). Thái Tín supports the closing of branches and business locations in many provinces — contact us to have your dossier reviewed.

The termination of a branch or representative office abroad is carried out under the law of that country. Within 30 days from the official date of termination, the enterprise sends a written notice to the provincial-level business registration authority where its head office is located; that authority updates the information within 03 working days.

Basis: Clause 6, Article 66 of Decree 168/2025/NĐ-CP (Decree 296/2026/NĐ-CP does not amend this clause).

The provincial-level business registration authority issues a notice to the enterprise and does not yet change the status of the branch or representative office to "terminated". The enterprise must complete the outstanding tax obligations of the branch with the tax authority that manages the branch, and then proceed.

• The 02-day (tax authority's opinion) and 05-day (status change) time limits that apply when there is no refusal: see question b19.

Basis: Clause 3, Article 66 of Decree 168/2025/NĐ-CP. Thái Tín helps review the branch's tax obligations before you resubmit.

After 180 days from the date the provincial-level business registration authority announces that a branch, representative office or business location is "undergoing termination procedures", if it has received no dossier and no written objection from the tax authority or a related party, that authority terminates the unit's operation in the database.

• The Ministry of Finance has directed that this status change be made within 01 working day after the period expires (Official Dispatch 16148/BTC-DNTN dated 12/10/2026 — a directive document).
• If the tax authority objects, the termination does not take place automatically.

Basis: Clause 7, Article 66 of Decree 168/2025/NĐ-CP; Section 2 of Official Dispatch 16148/BTC-DNTN.

It starts with the tax authority. A taxpayer that has been notified as not operating at its registered address and wishes to terminate operations must first carry out the procedure to terminate the validity of its tax code; and before registering the termination of the branch, the enterprise must complete the branch's tax obligations with the tax authority.

• A status 06 branch cannot have its debt frozen while the enterprise is still operating — see HD-022.

Basis: Official Dispatch 10371/BTC-DNTN dated 17/7/2026; Clause 1, Article 66 of Decree 168/2025/NĐ-CP. Further reading: /kien-thuc/khong-hoat-dong-tai-dia-chi-da-dang-ky/. This is a type of case Thái Tín focuses on handling — contact us to have your dossier reviewed.

Before filing the dissolution registration dossier, the company must finish the procedures to terminate the operation of its branches, representative offices and business locations with the business registration authority where each unit is situated. For tax purposes, all dependent units must complete the termination of their tax code validity before the parent company. It is advisable to do these in parallel right after the dissolution decision is made so that the work does not pile up at the end.

Basis: Decree 168/2025/NĐ-CP, Clause 4, Article 64; Circular 90/2026/TT-BTC, Clause 3, Article 14

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The dossier to terminate the operation of a branch or representative office consists of a notice of termination and a copy or the original of the termination decision of the owner (single-member limited liability company), the Members' Council (limited liability company with two or more members, or partnership) or the Board of Directors (joint-stock company), submitted within 10 days from the date of the decision. Beforehand, the branch must carry out the procedure with the tax authority to complete its tax obligations, and if the branch has business locations attached to it, those must be terminated first.

Basis: Decree 168/2025/NĐ-CP, Clauses 1, 2 and 5, Article 66; Circular 90/2026/TT-BTC, Clause 5, Article 13

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The termination dossier is filed with the provincial-level business registration authority where the branch is located, not where the company has its head office; the tax part is done with the tax authority that directly manages the branch before the dossier is filed. After receiving the dossier, the tax authority has 02 working days to give its opinion, and the business registration authority changes the branch to "terminated" within 05 working days if the tax authority does not refuse.

Basis: Decree 168/2025/NĐ-CP, Clauses 2 and 3, Article 66; Circular 90/2026/TT-BTC, Clause 5, Article 13

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Legally, a branch is always a dependent unit of the enterprise; "independent accounting" or "dependent accounting" is only a way of organizing bookkeeping and tax declaration, so the termination procedure at the business registration authority is the same. Every branch must carry out the procedure with the tax authority before filing the termination dossier; a branch that files its own tax declarations has more work to do: it must itself complete its tax returns and invoices and pay tax to the tax authority managing the branch.

Basis: Law on Enterprises 59/2020/QH14, Clause 1, Article 44; Decree 168/2025/NĐ-CP, Clauses 1 and 2, Article 66; Circular 90/2026/TT-BTC, Clause 5, Article 13; Article 14

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The enterprise that owns the branch must pay. The Law on Tax Administration provides that a taxpayer whose dependent unit terminates operations without having completed its tax payment obligations is responsible for completing them in its place; the Law on Enterprises likewise requires the enterprise to settle the debts, including tax debts, of a branch that has been terminated. It is therefore advisable to review and complete the branch's taxes before closing it, so that no debt arises that passes to the company.

Basis: Law on Tax Administration 108/2025/QH15, Point đ, Clause 1, Article 17; Law on Enterprises 59/2020/QH14, Clause 3, Article 213 (Clause 1, Article 213 was amended by Law 76/2025/QH15; Clause 3 was not amended)

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You send the dossier to terminate the operation of the business location to the provincial-level business registration authority where the location is situated, within 10 days from the date of the termination decision. That authority changes the location to "terminated" within 02 working days from receipt of the dossier, and the information is transmitted automatically to the tax system. A business location is managed under its location code and the tax code of the parent unit, so the procedure is simpler than for a branch.

Basis: Decree 168/2025/NĐ-CP, Clause 2, Article 66; Clause 4, Article 66 (time limit amended to 02 working days by Clause 3, Article 19 of Decree 296/2026/NĐ-CP); Circular 90/2026/TT-BTC, Point đ, Clause 3, Article 15

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The dossier consists only of a notice of termination of the business household's operation, filed with the commune-level business registration authority (the specialized division of the People's Committee of the commune, ward or special zone that is assigned to handle business household registration, or the commune-level People's Committee if no specialized division is established there). The condition is that the household has paid all its debts, including tax debts, unless otherwise agreed with its creditors; the dossier is filed within 05 working days from the date the debts are fully paid.

Basis: Decree 168/2025/NĐ-CP, Clause 2, Article 20 (amended by Article 5 of Decree 296/2026/NĐ-CP); Points a and b, Clause 1, Article 104 (not amended by Decree 296/2026/NĐ-CP)

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It can be done online: the household owner logs in to the National Public Service Portal or the national identification application with an electronic identification account to file on the Information System for Business Household Registration. After receiving the dossier, the tax authority has 02 working days to give its opinion; within 05 working days from receipt of the dossier, the commune-level business registration authority changes the household to "terminated" if the tax authority does not refuse. A household that still owes tax will be refused, so check your tax obligations before filing.

Basis: Decree 168/2025/NĐ-CP, Clause 3, Article 94; Article 113 (amended by Article 18 of Decree 296/2026/NĐ-CP); Point c, Clause 1, Article 104

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The IRC and the Decision approving the investment policy (if any) cease to be valid from the date the decision to terminate the project's operation takes effect. Where the investor decides on its own to terminate the project and submits complete documents, the investment registration authority notifies the relevant agencies of the project's termination within 03 working days.

• After the project is terminated, the investor proceeds with the dissolution of the economic organization (ERC) under enterprise law — see question b26.

Basis: Points a and d, Clause 2, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-doanh-nghiep-von-nuoc-ngoai/. Thái Tín supports FDI enterprises across all three parts: the project (IRC), the enterprise (ERC) and tax — contact us to have your file reviewed.

Within 15 working days from the date the project is terminated (because its term has expired or under the conditions in the contract or charter), the investor notifies the investment registration authority and returns the Decision approving the investment policy (if any) and the IRC (if any), together with a copy of the document recording the termination.

• If the investor fails to do so, the investment registration authority decides on its own to terminate the project and revokes these documents.

Basis: Points b and c, Clause 2 and Clause 4, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/.

For a project operating under an Investment Certificate (which also serves as the Business Registration Certificate) or an Investment License, the investment registration authority decides to terminate the project but does not revoke that certificate; the business registration content on the certificate remains valid until the enterprise completes the procedure with the business registration authority.

• Conversely, if the business registration part of the enterprise is revoked, the project content on the certificate remains valid.
• Therefore, a company using an old-style certificate must complete both parts: terminating the project and dissolving the enterprise.

Basis: Clause 3, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-doanh-nghiep-von-nuoc-ngoai/. Thái Tín can review the enterprise's old documents to determine the correct sequence.

Yes. Where the investor or the investment registration authority decides to terminate part of the project's operation, the investor continues to carry out the part that is not terminated and completes the procedure to adjust the investment project accordingly.

• This approach suits a company that wants to scale down rather than close entirely.

Basis: Clause 6, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/.

After the project is terminated, the investor liquidates the project on its own in accordance with the law on asset liquidation; however, for a project that has been allocated or leased land by the State, or permitted to change the land use purpose, the land use rights and assets attached to the land are handled in accordance with land law and related laws.

• If the economic organization is dissolved during the liquidation, the liquidation of the project follows the law on dissolution.

Basis: Points a, b and c, Clause 8, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-thue-nha-xuong/.

The investment registration authority prepares a record, sends a written request for contact (waiting 30 days), then asks the diplomatic mission of the investor's country for assistance and posts a notice for 90 days on the National Investment Information Portal. If, 12 months after the project ceased operating, contact still cannot be made, the authority decides to terminate the project.

Basis: Clauses 1 and 2, Article 67 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/. Thái Tín acts as the point of contact in Vietnam for overseas investors.

The project's assets are managed under the civil law provisions on managing the property of a person absent from their place of residence. The tax and customs authorities apply tax administration measures to recover tax debts and other financial obligations; the land authority recovers the land where applicable; the labor authority supports employees who lose their jobs.

Basis: Clause 3 and Points b, c and d, Clause 4, Article 67 of Decree 96/2026/NĐ-CP.

It may be extended. No later than 30 days before the exit suspension of the foreigner expires, if the tax obligation has not been fulfilled, the tax authority sends a notice of extension to the immigration management authority. The suspension is canceled immediately after the person fulfills the tax payment obligation or the debt is written off.

• Where a company's representative is suspended because of the company's tax debt: see question a07.

Basis: Point d, Clause 1, Clause 4 and Point a.3, Clause 5, Article 28 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-cong-ty-con-no-thue/.

A foreign-owned company typically goes through two procedures: terminating the investment project at the investment registration authority under the Law on Investment, and dissolving the enterprise at the business registration authority under the Law on Enterprises. Where the investor decides on its own to terminate the project, it must send the termination decision, the Decision approving the investment policy (if any) and the Investment Registration Certificate (if any) to the investment registration authority within 15 working days from the date of the decision. The dissolution part (decision, tax finalization, debt repayment, dissolution registration file) proceeds as for a domestic enterprise.

Basis: Law on Investment 143/2025/QH15, Point a, Clause 1, Article 36 (Law 24/2026/QH16 amends only Article 6 and Appendix IV, not Article 36); Decree 96/2026/NĐ-CP, Point a, Clause 2 and Clause 7, Article 66; Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Article 208

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Yes, the project needs to be terminated (or transferred) together with the dissolution. Where the project is terminated at the same time as the economic organization, the project is terminated under the investment procedure and the investor then carries out the procedure to terminate the economic organization; if the company has been dissolved without terminating or transferring the project, the investment registration authority will terminate the project. Acting proactively from the start keeps the investment file and the enterprise file consistent.

Basis: Decree 96/2026/NĐ-CP, Clause 7, Article 66; Law on Investment 143/2025/QH15, Point i, Clause 2, Article 36

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The dissolution part uses the same set of documents as for a domestic company: the dissolution notice, the asset liquidation report, and the list of creditors and the debts already paid. The differences lie in the accompanying parts: the project termination file is sent to the investment registration authority; documents in a foreign language must have a Vietnamese translation with the translator's signature certified; and the land use rights and assets attached to the land of the project are handled under land law.

Basis: Law on Enterprises 59/2020/QH14, Clause 1, Article 210; Decree 96/2026/NĐ-CP, Clause 2 and Point b, Clause 8, Article 66; Decree 168/2025/NĐ-CP, Clause 2, Article 10 (amended by Clause 1, Article 19 of Decree 296/2026/NĐ-CP); Law on Investment 143/2025/QH15, Clause 5, Article 36

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Not necessarily. The person with signing authority may authorize another individual or organization to carry out the enterprise registration procedure; a power of attorney to an individual does not have to be notarized or certified, while an authorization to an organization must be accompanied by a copy of the authorization contract. Documents issued abroad may need translation and legalization depending on their type, so check each document before sending it over.

Basis: Decree 168/2025/NĐ-CP, Clauses 1 and 2, Article 12 (Clause 5, Article 12 is amended by Article 2 of Decree 296/2026/NĐ-CP; Clauses 1 and 2 are not amended)

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The Law on Enterprises provides a way to handle this situation. If the company has only one legal representative and that person is absent from Vietnam for more than 30 days without authorizing anyone, the company's owner, the Members' Council or the Board of Directors appoints another person as legal representative; the new person registers the change and then signs and submits the dissolution file. Note that an enterprise must always have at least one legal representative residing in Vietnam.

Basis: Law on Enterprises 59/2020/QH14, Clauses 3 and 5, Article 12 (Laws 03/2022/QH15 and 76/2025/QH15 do not amend Article 12); Decree 168/2025/NĐ-CP, Article 43 (not amended by Decree 296/2026/NĐ-CP)

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A branch of a foreign-owned company is a dependent unit registered under enterprise law, so it is terminated by the same procedure as a branch of a domestic company: complete tax obligations with the tax authority managing the branch, then send a termination notice, together with the decision of the owner, the Members' Council or the Board of Directors, to the business registration authority where the branch is located within 10 days from the date of the decision. If the branch is tied to an investment project, you also need to handle the project part at the investment registration authority: terminate the project, or adjust the project if it is terminated only in part.

Basis: Law on Enterprises 59/2020/QH14, Clause 1, Article 44; Decree 168/2025/NĐ-CP, Clauses 1 and 2, Article 66; Decree 96/2026/NĐ-CP, Point a, Clause 2 and Clause 6, Article 66

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Yes. After fully performing financial obligations to the Vietnamese State, the foreign investor may transfer abroad its investment capital, investment liquidation proceeds, income and other lawful assets. The transfer goes through the foreign investment capital account at a bank in accordance with the current foreign exchange regulations, so complete the tax finalization first and then work with the bank where the account is opened.

Basis: Law on Investment 143/2025/QH15, Article 11; Circular 38/2026/TT-NHNN on foreign exchange management for foreign investment activities in Vietnam (effective 18/8/2026)

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A representative office of a foreign trader is not dissolved under the Law on Enterprises but goes through the procedure for terminating its operation at the authority that issued the Establishment License of the office, under Decree 07/2016/NĐ-CP. Before termination, the foreign trader must pay its debts and other obligations in Vietnam; the termination file consists of a termination notice in the form of the Ministry of Industry and Trade, a list of creditors and unpaid debts (including tax debts and social insurance debts), a list of employees together with their corresponding entitlements, and the original Establishment License of the representative office.

Basis: Law on Commerce 36/2005/QH11, Clause 2, Article 23 (the amending laws 05/2017/QH14, 44/2019/QH14 and 75/2025/QH15 do not amend Article 23); Decree 07/2016/NĐ-CP; file components per administrative procedure code 2.000314 "Termination of operation of a representative office of a foreign trader in Vietnam" (announced in Decision No. 01 of the Ministry of Industry and Trade)

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Yes. An economic organization established by a foreign investor must close the investment capital account upon dissolution, bankruptcy or termination of operations in accordance with the law. The exception (verbatim from the opening of Clause 5): “Except where the investment capital account is being used to carry out foreign loans, repayment of foreign debts or lawful payment obligations”.

• The procedure for closing the account follows the State Bank regulations on opening and using payment accounts.

Legal basis: Clause 5 (Point a, item iii) and Clause 7, Article 7 of Circular 38/2026/TT-NHNN — Clause 7 verbatim: “The procedures for opening and closing investment capital accounts shall comply with the regulations of the Governor of the State Bank of Vietnam on opening and using payment accounts at payment service providers.” Further reading: /kien-thuc/giai-the-doanh-nghiep-von-nuoc-ngoai/.

From 18/8/2026, Circular 38/2026/TT-NHNN replaces Circular 06/2019/TT-NHNN and replaces the term “direct investment capital account” with “foreign investment capital account in Vietnam” in the State Bank circulars issued earlier. In Circular 38, this type of account is referred to in short as the “investment capital account”.

Legal basis: Article 18 of Circular 38/2026/TT-NHNN. Further reading: /kien-thuc/fdi-tang-von-chuyen-nhuong-von/.

The transfer of a foreign investor's capital abroad upon the conclusion, liquidation or termination of an investment project must be made through the investment capital account. The exception is where the account has been closed in accordance with regulations, in which case the money follows a separate route (see HD-062).

• Conditions for remitting capital abroad after completing financial obligations: see question b31.

Legal basis: Clause 1, Article 11 of Circular 38/2026/TT-NHNN. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/.

After the investment capital account has been closed (for example due to dissolution), returned capital and other lawful revenues arising from investment activities at that same economic organization are transferred to the foreign investor's foreign-currency or Vietnamese dong payment account opened at an authorized bank, or remitted abroad.

Legal basis: Point c, Clause 5, Article 7 of Circular 38/2026/TT-NHNN.

Profits and other lawful revenues from a foreign investor's investment activities in Vietnam, when remitted abroad, must pass through the investment capital account; except where the account has been closed in accordance with regulations, in which case the route in HD-062 applies.

Legal basis: Clause 1, Article 12 of Circular 38/2026/TT-NHNN. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/.

Capital and profits that are not remitted abroad may be transferred from the investment capital account to the foreign investor's payment account opened at an authorized bank, in order to carry out a project or other investment activities in Vietnam in accordance with the law on investment.

• This option usually goes together with a transfer or restructuring rather than a complete closure.

Legal basis: Clause 2, Article 11 and Clause 2, Article 12 of Circular 38/2026/TT-NHNN. Further reading: /kien-thuc/fdi-tang-von-chuyen-nhuong-von/. Thái Tín can work with the enterprise to compare the options of complete closure and reinvestment.

The investor or enterprise must truthfully and fully declare the content of the transaction, clearly state the purpose of the transfer, provide documents and supporting papers as requested and guided by the authorized bank, and bear responsibility for the authenticity of the documents. After the IRC and ERC are issued or adjusted, the economic organization must supplement these certificates to the bank where the account is opened.

Legal basis: Clauses 2 and 3, Article 15 of Circular 38/2026/TT-NHNN. Thái Tín supports the preparation of the set of supporting documents for capital transfer transactions when closing down.

Where an economic organization no longer has any foreign investor holding capital, or has not been granted or had adjusted its IRC and has refunded the capital contributions, but has not yet closed the investment capital account, it must close the account within 12 months from 18/8/2026 (the effective date of Circular 38/2026/TT-NHNN).

Legal basis: Article 7, Article 18 and Article 19 of Circular 38/2026/TT-NHNN.

A representative office is terminated when the foreign trader requests it; when the trader ceases operations under the law of the country where it was established; when the licensing authority does not extend an expired license; when the license is revoked; or when the trader or the office no longer meets the licensing conditions.

Legal basis: Article 35 of Decree 07/2016/NĐ-CP (Clauses 1, 2, 4, 5 and 6). Further reading: /kien-thuc/cham-dut-van-phong-dai-dien-thuong-nhan-nuoc-ngoai/. Thái Tín supports the procedures for terminating representative offices for traders abroad — contact us to have your dossier reviewed.

The establishment license is revoked when the office has not operated for 01 year and has not contacted the licensing authority; has not sent an operation report for 02 consecutive years; has not sent a report as requested within 06 months from the deadline or from the written request; or falls within another case under the law.

• Revocation also leads to the obligation to terminate the office (HD-072); handling the procedure proactively beforehand is smoother.

Legal basis: Article 44 and Clause 5, Article 35 of Decree 07/2016/NĐ-CP.

The office must publicly post the termination notice at its premises and perform the related obligations under the law.

• Obligations to pay debts and taxes and to settle employees’ entitlements before termination: see question b32.

Legal basis: Clause 1, Article 38 of Decree 07/2016/NĐ-CP. Further reading: /kien-thuc/cham-dut-van-phong-dai-dien-thuong-nhan-nuoc-ngoai/.

Once. Within 03 working days from the date of receiving the dossier, the licensing authority checks it and requests supplementation if it is incomplete; a request for supplementation may be made only once during the processing of the dossier. Within 05 working days from receiving a valid dossier, the licensing authority publishes the termination decision on its portal.

Legal basis: Clauses 2 and 3, Article 37 of Decree 07/2016/NĐ-CP. Thái Tín helps prepare the dossier before filing to minimize the need for supplementation.

Yes, one thing: notify the tax authority of the actual revenue arising in the year, no later than 31/01 of the following year. A household with annual revenue of 1 billion VND or less is not subject to value-added tax and does not pay personal income tax, but it must still report its revenue.

• Notification form: 01/TKN-CNKD; the same form is used to declare other taxes, if any.
• The household determines its own revenue and is responsible for the amounts it declares.

Legal basis: Clause 1, Article 3; Clause 1, Article 4; Point a, Clause 1, Article 8; Clause 3, Article 13 of Decree 68/2026; Point a, Clause 1, Article 4 of Circular 18/2026 (form 01/TKN-CNKD is replaced under Clause 5, Article 99 of Circular 89/2026/TT-BTC, from 01/7/2026). Further reading: /kien-thuc/thue-ho-kinh-doanh-2026/.

The household declares and pays tax starting from the quarter in which revenue exceeds 1 billion VND, and must switch to e-invoices with a tax authority code or invoices generated from a cash register. The deadline to register for e-invoices is 30 days from the last day of the tax period in which cumulative revenue exceeds 1 billion VND.

• Revenue includes amounts already withheld, declared on its behalf, or paid on its behalf by organizations or individuals.
• Quarterly declaration: the filing deadline is the last day of the first month of the following quarter.

Legal basis: Points a and b, Clause 1; Point a, Clause 3; Point c, Clause 5, Article 8 of Decree 68/2026. Further reading: /kien-thuc/thue-ho-kinh-doanh-2026/.

The 1 billion VND threshold applies from 01/01/2026. Decree 141/2026/NĐ-CP replaces the phrase “500 million VND” with “1 billion VND” in Decree 68/2026. A household with annual revenue of 1 billion VND or less that has already declared and paid VAT and personal income tax under the old threshold will have the tax paid dealt with.

• The tax already paid is handled under Article 12 of Decree 68/2026 (handling of overpaid tax).

Legal basis: Clause 1, Article 1; Article 3; Clause 1, Article 4 of Decree 141/2026/NĐ-CP (as consolidated in Consolidated Document 25/2026/VBHN-NĐ-BTC).

If the household starts business in the first 6 months of the year and its revenue is 1 billion VND or less: it reports revenue through 30/6 no later than 31/7, and reports revenue for the last 6 months of the year no later than 31/01 of the following year. If it starts in the last 6 months of the year: it reports once, no later than 31/01 of the following year.

• If cumulative revenue exceeds 1 billion VND, the household declares tax quarterly starting from the quarter in which the threshold is exceeded.
• From the following year, it declares according to that year’s actual revenue level.

Legal basis: Clauses 1, 2 and 3, Article 9 of Decree 68/2026. Further reading: /kien-thuc/dang-ky-ho-kinh-doanh/.

The household makes one consolidated tax return covering all its stores, filed with the tax authority managing the head office address stated on the business household registration certificate, even if a store is in another province. Tax payments, however, are made for each business location.

• E-invoices use the household’s single tax code for all stores, with the business location code clearly stated on the invoice.
• If the household sells only on e-commerce platforms and has no business location: it declares at the tax authority of its place of residence.

Legal basis: Points b and c, Clause 4 and Point a, Clause 5, Article 8 of Decree 68/2026. Further reading: /kien-thuc/ho-kinh-doanh-nhieu-dia-diem-nganh-nghe/.

Within 10 working days from the date the business location begins operating, the household notifies the tax authority that directly manages its head office. Changes of information, suspension, or termination of a business location must also be notified within 10 working days.

• Notification form: 01/TB-ĐĐKD; the tax authority responds on form 02/TB-ĐĐKD.

Legal basis: Point đ, Clause 4, Article 8 of Decree 68/2026; Article 3 of Circular 18/2026. Further reading: /kien-thuc/ho-kinh-doanh-nhieu-dia-diem-nganh-nghe/.

Yes. The household must notify the tax authority, by electronic means, of all bank account numbers and e-wallet identifiers related to its business activities. The notification form is 01/BK-STK; if the household changes accounts or e-wallets, it must notify again.

• A newly started household sends this form together with its revenue notification or its first tax return of the year.

Legal basis: Clause 4, Article 13 of Decree 68/2026; Point d, Clause 1, Article 4 of Circular 18/2026.

The principle is that tax returns are filed electronically. Elderly persons, persons with disabilities, persons receiving social protection, persons in areas with especially difficult conditions, or persons facing force majeure who cannot transact electronically file in person or by post at the commune-level Public Administrative Service Center.

• The household has the right to ask the tax authority for guidance and support in declaring and calculating tax.

Legal basis: Point a, Clause 4, Article 8; Clause 1, Article 13 of Decree 68/2026. Thái Tín can help households prepare their dossiers — contact us when needed.

Yes. A business household is responsible for using accounting books in accordance with the law on accounting and the guidance of the Ministry of Finance, using invoices as prescribed, and providing accounting books, invoices, sales software, and related documents when the tax authority conducts an inspection.

• The books are also the basis when the household is later closed or converted into an enterprise.

Legal basis: Clauses 5 and 6, Article 13 of Decree 68/2026. Further reading: /kien-thuc/thue-ho-kinh-doanh-2026/.

Yes. For households using e-invoices with a code or invoices from cash registers, the tax management system automatically creates a return as support; however, this support does not replace the household’s responsibility to declare tax and determine the tax payable, and the household remains responsible for the truthfulness and accuracy of the dossier.

• It is advisable to compare the return prepared by the system with actual revenue before filing.

Legal basis: Paragraph 2, Point b, Clause 1, Article 8 of Decree 68/2026.

Two groups: households and individuals doing business in 2025 with revenue of 3 billion VND or more (whether paying lump-sum tax or declaring tax); and households that, from 2026, choose to pay personal income tax by the method of taxable income multiplied by the tax rate. These two groups determine and record the value of inventory, machinery, and equipment in use for business as of 31/12/2025.

Legal basis: Clause 4, Article 18 of Decree 68/2026. Further reading: /kien-thuc/thue-ho-kinh-doanh-2026/.

The value of inventory, machinery, and equipment as of 31/12/2025 is the basis for determining deductible expenses when calculating personal income tax for the 2026 tax period. The household prepares the list, keeps it at the household, and sends one copy to the tax authority that directly manages it.

• The household is responsible for the truthfulness, accuracy, and completeness of the information in the list.

Legal basis: Clause 4, Article 18 of Decree 68/2026.

A household declaring tax quarterly sends the list together with its Q1 2026 tax return; a household declaring monthly sends it no later than 20/4/2026. The list is sent electronically, using Form 01/BK-HTK.

• This is the deadline for the 2026 transition year; a household that has missed it should review the matter with the tax authority that directly manages it.

Legal basis: Clause 4, Article 18 of Decree 68/2026; Clause 3, Article 8 of Circular 18/2026. Thái Tín can help households review the list and their 2026 tax dossiers.

No. The Decree expressly states that the tax authority’s receipt of the list has no legal value in confirming or legitimizing the source or origin of the goods. The tax authority receives the information for tax management purposes; if violations are detected, they are handled under the relevant laws.

Legal basis: Clause 4, Article 18 of Decree 68/2026.

No, during the suspension the household does not have to submit tax declaration dossiers. Exception: if the suspension does not cover a full month (for monthly filers) or a full quarter (for quarterly filers), the household still files for that period.

• A household required to register its business carries out the suspension procedure with the commune-level business registration authority under Decree 168/2025/NĐ-CP.

Basis: Points a and c, Clause 6, Article 8 of Decree 68/2026. Further reading: /kien-thuc/thay-doi-tam-ngung-cham-dut-ho-kinh-doanh/.

A household or individual that is not required to register a business but has registered for tax sends a notice to the directly managing tax authority to update its status to "temporarily suspended business", as prescribed by the Ministry of Finance. No procedure at the business registration authority is needed.

Basis: Point b, Clause 6, Article 8 of Decree 68/2026.

A household that terminates operations during the year notifies its actual cumulative revenue from the beginning of the year to the time of termination, submitted together with the dossier for termination of operations.

• For the termination dossier and the condition of paying off debts before filing: see question b23 at /hoi-dap/.

Basis: Point d, Clause 6, Article 8 of Decree 68/2026. Further reading: /kien-thuc/thay-doi-tam-ngung-cham-dut-ho-kinh-doanh/.

The commune-level business registration authority issues a notice to the household and does not yet change the household to "terminated". The household must complete its outstanding tax obligations and then proceed. The tax authority has 02 working days to send its opinion after receiving the information from the business registration authority.

• Time limit for handling when the dossier is not refused: see question b24 (the consistent time limits are 02 and 05 working days).

Basis: Point c, Clause 1, Article 104 of Decree 168/2025/NĐ-CP (Decree 296/2026/NĐ-CP does not amend Article 104). Further reading: /hoi-dap/ (questions b23, b24). Thái Tín helps the household review its tax obligations before filing the closure dossier.

After 180 days from the date the commune-level business registration authority announces that a household is "undergoing procedures to terminate operations", if it has received no termination dossier and no written objection from the tax authority or a related party, the commune-level business registration authority terminates the household's operation in the database.

• The termination information is transmitted to the tax registration system for updating.
• If the tax authority objects (usually because obligations remain), the termination does not take place automatically.

Basis: Clause 2, Article 104 of Decree 168/2025/NĐ-CP.

The household notifies the termination of operation of the business location to the tax authority that directly manages its head office within 10 working days from the date of termination, using Form 01/TB-ĐĐKD. The household continues operating normally at its remaining locations; it does not have to close the whole household.

Basis: Paragraph 2, Point đ, Clause 4, Article 8 of Decree 68/2026; Clause 1, Article 3 of Circular 18/2026. Further reading: /kien-thuc/ho-kinh-doanh-nhieu-dia-diem-nganh-nghe/.

File with the provincial-level business registration authority where the company intends to locate its head office. The dossier includes a copy of the business household registration certificate and the enterprise registration documents for the chosen type (limited liability company, joint stock company, etc.), and does not include a copy of the investment registration certificate.

Legal basis: Clauses 1 and 2, Article 27 of Decree 168/2025/NĐ-CP (Decree 296/2026/NĐ-CP does not amend Article 27). Further reading: /kien-thuc/chuyen-ho-kinh-doanh-len-cong-ty/. Thái Tín helps prepare and file conversion dossiers — contact us when needed.

Within 2 working days from the date the enterprise registration certificate is issued, the provincial-level registration authority notifies the commune-level registration authority; the commune level notifies the tax authority and moves the household to the status “in the process of terminating operations”. When the tax authority notifies that the household has fulfilled its tax obligations, within 3 working days the household is moved to “operations terminated”.

• The household may not operate from the time the company is issued its certificate.

Legal basis: Clauses 3 and 4, Article 27 of Decree 168/2025/NĐ-CP. Further reading: /kien-thuc/chuyen-ho-kinh-doanh-len-cong-ty/.

This is a difficulty that voters raised and the Ministry of Finance answered in Official Letter 10371/BTC-DNTN dated 17/7/2026: the Ministry will continue to study simplifying the conversion procedure and increasing data connectivity between the tax authority and the business registration authority. This is a direction under study, not a rule currently in force; the document does not set out a specific solution for the digital signature obstacle.

• Under the current process, the former household is “terminated” only when the tax authority confirms that the household has completed its tax obligations (Clause 3, Article 27 of Decree 168/2025/NĐ-CP).
• Therefore, it is advisable to review and complete the household’s tax obligations before, or at the time of, filing the conversion dossier.

Legal basis: Official Letter 10371/BTC-DNTN (recommendation No. 45); Clause 3, Article 27 of Decree 168/2025/NĐ-CP. Thái Tín helps review the household’s tax obligations before conversion.

According to Official Letter 10371/BTC-DNTN dated 17/7/2026, tax authorities at all levels are assigning officials to directly guide households in completing conversion dossiers. In the course of amending the Law on Support for Small and Medium-Sized Enterprises, the Ministry of Finance will study and propose policies to support enterprises converting from households, such as simplified governance and accounting regimes.

• The part stating that the Ministry “will study and propose” is not a rule currently in force.

Legal basis: Official Letter 10371/BTC-DNTN (response to recommendation No. 45). Further reading: /kien-thuc/chuyen-ho-kinh-doanh-len-cong-ty/.

If a foreign investor or an economic organization with foreign investment capital contributes capital, purchases shares, or purchases capital contributions in a case that must be registered under the Law on Investment, the conversion dossier must include a copy of the Investment Registration Authority’s document approving the capital contribution, share purchase, or purchase of capital contribution.

Legal basis: Clause 2, Article 27 of Decree 168/2025/NĐ-CP. Further reading: /kien-thuc/thanh-lap-cong-ty-von-nuoc-ngoai/. Thái Tín supports procedures for enterprises with foreign capital — contact us for a dossier review.