Dissolving a Company with Outstanding Tax Obligations

A company that still owes taxes can still be dissolved. The condition is to pay off all tax debts and other liabilities before filing the dissolution dossier. The tax debt only determines the order and timing of each step.

This article is for owners, members and shareholders who want to fully close a company while a tax obligation remains outstanding. Main conclusion: determine the exact amount still owed first, then sign the dissolution decision.

Can a company that still owes taxes be dissolved?

Yes, provided it ensures full payment. The 2020 Law on Enterprises allows dissolution when the enterprise ensures payment of all debts and other property obligations, and is not currently involved in a dispute at a Court or Arbitration body (Clause 2, Article 207).

Tax debt falls within the priority order for debt payment upon dissolution (Clause 5, Article 208):

1. Unpaid wages, severance allowances, social insurance, health insurance, unemployment insurance and other employee entitlements.
2. Tax debt.
3. Other debts.

The dissolution dossier must be filed within 05 working days from the date all debts are paid off (Clause 7, Article 208). The dossier includes a list of creditors and the amounts already paid, including tax debt (Point b, Clause 1, Article 210).

What does “incomplete tax obligations” include?

The tax authority looks at tax amounts, declaration dossiers and invoices together. Under Article 14, Circular No. 90/2026/TT-BTC, before the tax code is deactivated, the enterprise must complete:

• Invoice obligations under invoice law.
• Filing of all tax declaration dossiers for all periods. The dissolution finalization declaration dossier has its own deadline under Point b, Clause 5, Article 10, Decree No. 252/2026/NĐ-CP (see the deadlines section below).
• Full payment of tax and other amounts payable.
• Handling of overpaid tax amounts and unclaimed input value-added tax (if any).

Besides the original tax amount, the total still payable may include:

• Late-payment interest: 0.03% per day on the overdue tax amount (Point a, Clause 2, Article 16, Law on Tax Administration No. 108/2025/QH15).
• Penalties, if there are violations related to tax or invoices.

The dissolution finalization declaration dossier must be filed no later than the 45th day from the date of the dissolution decision (Point b, Clause 5, Article 10, Decree No. 252/2026/NĐ-CP). The tax payment deadline is the last day of the declaration filing deadline (Point a, Clause 1, Article 14, Law on Tax Administration). See more in the article on tax finalization upon dissolution.

Determining the amount still owed before issuing the dissolution decision

This is a preparation step, not a statutory step; it helps ensure the dissolution decision records a realistic debt-payment deadline.

Suggested checklist:

• Electronic tax transaction account: declarations already filed, periods still missing, tax amount still owed, notices from the tax authority.
• Tax code status: currently active or already changed to another status.
• E-invoices: invoices already issued, erroneous invoices not yet handled.
• Dependent units: whether branches or representative offices with their own tax codes still owe anything. A dependent unit must complete its own tax code deactivation procedure before the managing unit does (Clause 3, Article 14, Circular No. 90/2026/TT-BTC).
• Accounting books: whether they are complete enough for finalization; if not, they need to be reconstructed first.
• Debts to employees and social insurance: because this is paid before tax debt.

The result should be a table: which item, how much, payable to whom, and by what date. The final figure is confirmed by the tax authority.

Order of handling dissolution with outstanding tax debt

For an enterprise whose tax registration is linked with its business registration (the interlinked one-stop mechanism), the sequence is typically as follows.

If the tax authority gives an opinion declining because tax obligations are not yet complete, the business registration authority issues a notice to the enterprise (Clause 5, Article 64, Decree No. 168/2025/NĐ-CP). The way forward is to reconcile with the managing tax authority, handle the missing part, then proceed.

An enterprise that has been notified as not operating at its registered address must complete tax procedures at its managing tax authority before filing the dissolution dossier (Clause 6, Article 13, Circular No. 90/2026/TT-BTC). See the article on not operating at the registered address.

When assets are not enough to pay off all tax debt

Dissolution requires paying off all debts in full. If, after review, the enterprise’s assets are not enough to pay off all debts, dissolution may no longer be the appropriate path. In that case, bankruptcy law should be considered. The article dissolution or bankruptcy explains the difference.

This situation needs to be reviewed on a case-by-case basis before drawing a conclusion.

Risks of letting tax debt drag on, and how to handle them

Tax debt enforcement. This may occur when the tax owed is overdue by more than 90 days from the payment deadline, or when there is tax debt while the enterprise is not operating at its registered address (Clauses 1, 3, Article 48, Law on Tax Administration). Measures include deducting money from bank accounts, suspending the use of invoices, revoking the enterprise registration certificate, and so on (Article 49). How to handle it: settle the debt early; if needed, request installment payment backed by a credit institution’s guarantee (Clause 6, Article 48).

Temporary suspension of exit for the legal representative. This applies when the enterprise is subject to enforcement measures, the debt is VND 500 million or more, and it has been overdue for 120 days or more (Point b, Clause 1, Article 28, Decree No. 252/2026/NĐ-CP). The tax authority sends a notice 30 days in advance (Clause 3, Article 28). How to handle it: check the electronic tax account regularly to catch the notice early.

Responsibility of owners and members. If the enterprise ceases operations or is not operating at its registered address without having completed its tax payment obligations, the owner, capital-contributing members and capital-contributing shareholders are responsible for completing it under enterprise law (Point c, Clause 1, Article 17, Law on Tax Administration). How to handle it: go through the full dissolution procedure rather than walking away.

Inaccurate dissolution dossier. The signer of the dossier is jointly liable for paying any unpaid tax within 05 years from the date the dossier is filed (Clause 3, Article 210, Law on Enterprises). How to handle it: reconcile the debt amount with the tax authority before signing.

What Thái Tín supports in a dissolution case with outstanding tax debt

• Preliminary review of legal status, tax code status and remaining obligations.
• Drawing up a roadmap in statutory order: which tasks the enterprise handles, which the partner handles, and which await action by state agencies.
• Connecting with accounting and tax partners to prepare missing declarations, finalization and debt reconciliation.
• Supporting preparation of the dissolution decision, the debt-settlement plan and the dissolution dossier within the agreed scope.
• Tracking progress and reporting until the agreed scope is complete.

We can advise both large enterprises with many employees and foreign-invested enterprises. The tax authority and the business registration authority are the agencies that review and decide.

Costs include the service fee, third-party fees and the enterprise’s own outstanding tax obligations; a quote is given after the status check.

Preparing in advance for a smoother dissolution

• Keep filing tax declarations while the tax code is still active, even for periods with no revenue.
• Draw up a debt table covering all three groups: employees, tax and other debts.
• Terminate any branch or representative office with its own tax code before filing the parent company’s dissolution dossier.

Next step: send your tax code through the contact page to have your status checked and receive a suitable roadmap. This article is general information and does not replace advice for an individual case.

Questions and answers

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Dissolution Tax Finalization When Dissolving a Company Dissolution Tax Code Status During Dissolution: How to Read It and What to Do Dissolution Paying Debts During Dissolution: Priority Order and Plan