Q&A
Where to start: steps, dossier and where to file
8 common questions with short answers and clear legal basis. Where a topic needs a closer read, the answer links to the full guide.
What should be done before dissolving a company?
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
How many steps are there to dissolve a company?
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
What does the company dissolution dossier include?
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
Where is the dissolution dossier filed?
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
Can a company be dissolved online, and is a digital signature required?
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
Who has the right to dissolve an enterprise?
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
Where is the notice of enterprise dissolution published?
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
Does dissolving a company require returning the company seal?
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
Updated 16 October 2026. This is general information and does not replace advice for a specific case.
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