Q&A

Companies abandoned for many years with lost documents

13 common questions with short answers and clear legal basis. Where a topic needs a closer read, the answer links to the full guide.

Can a company that has been inactive for 3–10 years and has no invoices or documents left be dissolved?

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.

Is a dissolving company always subject to a tax audit or inspection at its head office?

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/.

How long does an on-site tax inspection last upon dissolution?

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/.

What amounts typically arise when dissolving a company that has been abandoned for many years?

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.

If the old company still owes tax, does it affect the owner opening a new company?

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/.

Is there any consequence if a company is not dissolved?

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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Is a company that is no longer operating required to dissolve?

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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After how long of inactivity is a company's registration certificate revoked?

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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Can an inactive company be penalized for not filing tax returns?

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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What does it mean when a company is “not operating at its registered address”?

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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A company abandoned its business address long ago. Can it be dissolved now?

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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If a company has been inactive for ten years or more, is its tax debt automatically cancelled?

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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Can an enterprise that has abandoned its business address have its tax debt frozen?

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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Updated 16 October 2026. This is general information and does not replace advice for a specific case.

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