Q&A

Temporary Suspension or Dissolution

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

Should you temporarily suspend business or dissolve?

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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What is the maximum period of temporary business suspension, and how many times is it allowed?

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 temporary suspension, must you file tax returns and tax finalization?

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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Is the business license fee payable during temporary suspension?

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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Can a company issue invoices and sign contracts during temporary suspension?

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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Can a company that is temporarily suspended be dissolved?

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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Can a company with tax debt temporarily suspend business?

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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What must be done when the temporary suspension period ends?

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

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