Responsibilities after dissolution

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/.