Dissolving a Joint Stock Company: GMS and Dossier

Dissolving a joint stock company is a decision of the General Meeting of Shareholders (GMS), not of the Board of Directors or the Director. Because the company has many shareholders, the most important preparation is an accurate shareholder register and a properly conducted meeting.

This article is for the Board of Directors, major shareholders and the legal representative of a joint stock company considering closing it down for good. Main conclusion: review the shareholder register and the debt figures first, then convene the General Meeting; these two tasks determine whether the dossier goes through in one pass.

When does a joint stock company dissolve?

Under clause 1, Article 207 of the 2020 Law on Enterprises (point c, clause 1 amended by Article 1 of Law 76/2025/QH15), a joint stock company dissolves when:

Its operating term under the Charter has expired without extension.
The GMS decides to dissolve it.
It does not have the minimum number of shareholders (3 shareholders, point b, clause 1, Article 111) for 6 consecutive months without converting its company type.
Its Enterprise Registration Certificate is revoked, except as otherwise provided by the Law on Tax Administration.

The “minimum number of shareholders” point is a notable addition under Law 76/2025/QH15: previously the law only referred to a “minimum number of members.” A company in this situation still has a way out by converting to a limited liability company if it wants to continue.

General condition: full payment of debts and other property obligations, and no ongoing dispute at Court or Arbitration (clause 2, Article 207).

The General Meeting of Shareholders adopts the dissolution resolution

The GMS has the authority to decide on the company’s reorganization or dissolution (point i, clause 2, Article 138).

Form of adoption

Unless the Charter provides otherwise, the dissolution resolution must be adopted by voting at a meeting (point g, clause 2, Article 147). Collecting written opinions can only be used when the Charter permits it.

Convening and meeting conditions

The meeting notice must be sent to all shareholders entitled to attend at least 21 days before the opening date, unless the Charter sets a longer period (clause 1, Article 143).

Meeting	Condition to proceed (unless the Charter provides otherwise)	Basis
1st	Attending shareholders represent over 50% of total voting shares	Clause 1, Article 145
2nd	Notice sent within 30 days from the intended date of the 1st meeting; requires at least 33% of total voting shares	Clause 2, Article 145
3rd	Notice sent within 20 days from the intended date of the 2nd meeting; proceeds regardless of the total voting shares of attending shareholders	Clause 3, Article 145

Approval threshold

Form	Default threshold	Basis
Voting at a meeting	At least 65% of the total voting shares of all shareholders present and voting at the meeting	Point dd, clause 1, Article 148 (amended by Law 03/2022/QH15)
Collecting written opinions (if allowed by the Charter)	More than 50% of the total voting shares of all shareholders with voting rights	Clause 4, Article 148

The specific ratio is set by the Charter. The resolution must be notified to shareholders entitled to attend within 15 days from adoption (clause 5, Article 148).

Steps after the dissolution resolution

Step	Work to be done	Deadline, basis
1	Send the resolution, GMS meeting minutes and debt settlement plan (if any) to the provincial business registration authority; send to the tax authority and employees; post at the head office and branches	7 working days · clause 3, Article 208; clause 1, Article 64 of Decree 168
2	The business registration authority changes the status to “undergoing dissolution procedures” and notifies the tax authority	3 working days · clause 2, Article 64 of Decree 168
3	The Board of Directors organizes the liquidation of assets (or a separate liquidation organization if the Charter so provides)	Clause 2, Article 208
4	Pay debts in order: employees → tax debts → other debts	Clause 5, Article 208
5	Cease operation of branches, representative offices and business locations	Clause 4, Article 64 of Decree 168
6	File the dissolution registration dossier; an unlisted company not yet registered for securities trading must attach a copy of its shareholder register	5 working days from full payment of debts · clause 7, Article 208; clause 3, Article 64 of Decree 168 (amended by Decree 296/2026)
7	The tax authority gives its opinion; the business registration authority changes the status to “dissolved”	Clause 5, Article 64 of Decree 168

The remaining amount after paying dissolution costs and debts is distributed to shareholders in proportion to their share ownership (clause 6, Article 208). See details on the order of paying debts in Paying Debts During Company Dissolution.

The shareholder register: why prepare it early

The shareholder register must record shareholders’ names, contact addresses, legal documents, the number and class of shares, and the date of share registration (clause 2, Article 122). During dissolution, this register is used three times:

To list shareholders entitled to attend the meeting and send meeting notices.
To calculate the proportion for distributing remaining assets.
To be filed as a copy attached to the dissolution notice (for an unlisted company not yet registered for securities trading).

Common risk: a share transfer has taken place but has not been recorded in the register; a shareholder has changed address without notifying the company. How to handle it: reconcile the transfer agreement and payment documents, and update the register under the Charter before convening the meeting. Specific conclusions require reviewing the capital-contribution and transfer records.

For a company already listed or registered for securities trading, dissolution also involves securities law; this needs to be checked against the specific dossier.

Common issues joint stock companies face when dissolving

Insufficient quorum for the first meeting: prepare the schedule for the 2nd and 3rd meetings under Article 145 in advance to avoid delay.
Preference shareholders: if the resolution adversely changes the rights of preference shareholders, a separate approval threshold of that class of preference shareholders is also required (clause 6, Article 148).
Contracts and assets after the resolution: from the time the dissolution decision is made, the company may not sign new contracts (except for dissolution purposes), pledge, mortgage, lease out assets, or raise capital (clause 1, Article 211).
Who signs the dossier: members of the Board of Directors, the Director or General Director, and the legal representative are responsible for the truthfulness of the dossier (clause 2, Article 210).

What Thái Tín can help with when dissolving a joint stock company

Conduct a preliminary check of legal status, tax code and outstanding obligations; review the Charter to determine the applicable form and voting threshold.
Help prepare the meeting notice, agenda, draft resolution, meeting minutes and debt settlement plan.
Guide the review and update of the shareholder register based on supporting documents.
Coordinate accounting and tax partners for finalization; track progress until the agreed scope is completed.

We also support large joint stock companies with many employees and companies with foreign shareholders. State authorities review and decide on the dossier.

Preparing before convening the General Meeting

The current Charter, shareholder register, and list of shareholders entitled to attend.
The most recent financial statements, list of creditors, and ongoing contracts.
List of employees and insurance contribution status.
List of branches, representative offices and business locations.

Costs comprise the service fee, third-party fees, and the company’s outstanding tax obligations; a quote is given after checking the company’s status. See the detailed dossier in What Documents Are Required for Company Dissolution? and an overview on the Dissolution page.

Questions and answers

What percentage of shareholder approval is needed to dissolve a joint stock company?

If adopted at a meeting: shareholders representing at least 65% of the total voting shares of all shareholders present and voting at the meeting must approve; the specific ratio is set by the Charter (point dd, clause 1, Article 148 of the 2020 Law on Enterprises, amended by Law 03/2022/QH15). The meeting can only proceed once the quorum requirements under Article 145 are met.

Can shareholder opinions be collected in writing to approve dissolution?

Only if the Charter allows it. Unless the Charter provides otherwise, a resolution on reorganization or dissolution must be adopted by voting at a meeting (point g, clause 2, Article 147). When opinions are collected in writing, the resolution is adopted if shareholders holding more than 50% of the total voting shares of all shareholders with voting rights approve (clause 4, Article 148).

What if the shareholder register is incomplete or not up to date?

It should be updated before dissolution. The shareholder register is the basis for listing shareholders entitled to attend the meeting and for distributing remaining assets, and a copy of it must accompany the dissolution notice for an unlisted company (clause 3, Article 64 of Decree 168/2025/ND-CP, amended by Article 13 of Decree 296/2026/ND-CP). Any update must be based on actual capital-contribution or transfer documents.

If a joint stock company has only one or two shareholders left, must it dissolve?

A joint stock company needs a minimum of 3 shareholders (point b, clause 1, Article 111). If it does not have the minimum number of shareholders for 6 consecutive months without converting its company type, it falls under the case subject to dissolution (point c, clause 1, Article 207, amended by Law 76/2025/QH15). The company may instead choose to convert to a limited liability company rather than dissolve.

Who organizes the liquidation of a joint stock company's assets?

The Board of Directors directly organizes the liquidation of assets, unless the Charter provides for a separate liquidation organization to be established (clause 2, Article 208 of the 2020 Law on Enterprises).

Legal basis · verification date

Verified 29 September 2026 · next review 29 December 2026. The content is general guidance and does not replace advice for a specific case.

Law on Enterprises No. 59/2020/QH14 (amended by Law No. 03/2022/QH15 and Law No. 76/2025/QH15 — point c, clause 1, Article 207 amended by Article 1 of Law 76/2025/QH15, effective 1 July 2025): clause 1, Article 111; Article 122; point i, clause 2, Article 138; clause 1, Article 143; Article 145; clause 2, Article 147; clause 1, 4, 5, Article 148 (clauses 1, 2, Article 148 amended by clause 5, Article 7 of Law 03/2022/QH15, effective 1 March 2022); Article 207; Article 208; Article 210; Article 211.
Decree 168/2025/ND-CP on enterprise registration (effective 1 July 2025), clause 1, 2, 4, 5, Article 64 — clause 3, Article 64 amended by Article 13 of Decree 296/2026/ND-CP (effective 23 July 2026).
Circular 121/2026/TT-BTC (issued 21 August 2026) amending Circular 68/2025/TT-BTC — replacing Form No. 30, Notice of Enterprise Dissolution.