Company Dissolution Dossier: What Documents Are Needed

Many people think the dissolution dossier is one package filed once. In fact there are two filings, at two different points in time, and most of the effort lies in the data behind these documents: books, debts, contracts and labor records.

This article lists the documents by filing round and by company type, together with the legal basis. The last section is a list of internal documents that should be gathered beforehand — this is a practical preparation list, not a mandatory legal checklist.

How many dossiers are there, and when are they filed?

Filing	Timing	Filed with	Legal basis
First filing: sending the dissolution decision	Within 07 working days from the date the resolution or decision on dissolution is passed	The provincial-level business registration authority; simultaneously sent to the tax authority and employees; sent to creditors if any debt remains	Clause 3, Article 208, 2020 Law on Enterprises; Clause 1, Article 64, Decree 168/2025
Second filing: dissolution registration dossier	Within 05 working days from the date all debts are paid off	The provincial-level business registration authority where the head office is located	Clause 7, Article 208; Clause 3, Article 64, Decree 168/2025 (amended by Article 13, Decree 296/2026)

Between the two filings comes the stage of asset liquidation, debt repayment and completing tax obligations. This is usually the longest stage.

First filing: documents accompanying the dissolution decision

Under Clause 1, Article 64, Decree No. 168/2025/NĐ-CP, the enterprise sends:

Company type	Resolution/decision on dissolution issued by	Meeting minutes
Private enterprise	The private enterprise owner	None
Single-member limited liability company	The company owner	None
Limited liability company with two or more members	The Members’ Council	Minutes of the Members’ Council meeting
Partnership	The Members’ Council	Minutes of the Members’ Council meeting
Joint-stock company	The General Meeting of Shareholders (resolution)	Minutes of the General Meeting of Shareholders

Accompanying document: the debt-settlement plan, if the enterprise still has unpaid financial obligations.

Mandatory content of the resolution/decision on dissolution

Under Clause 1, Article 208, 2020 Law on Enterprises:

Name and head-office address of the enterprise.
Reason for dissolution.
Time limit and procedure for contract liquidation and debt payment.
Plan for handling obligations arising from labor contracts.
Full name and signature of the private enterprise owner, the company owner, the Chairman of the Members’ Council, or the Chairman of the Board of Directors.

Mandatory content of the debt-settlement plan

The plan must include the name and address of each creditor; the debt amount, deadline, location and method of payment; and the method and deadline for resolving creditor complaints (Clause 3, Article 208). The plan is sent to creditors and to persons with related rights and obligations.

After receiving it, the business registration authority has 03 working days to publish it, change the enterprise’s status to “undergoing dissolution procedures,” and notify the tax authority (Clause 2, Article 64, Decree No. 168/2025/NĐ-CP). The dissolution decision must also be posted at the head office, branches and representative offices.

Second filing: the dissolution registration dossier

Under Clause 1, Article 210, 2020 Law on Enterprises, and Clause 3, Article 64, Decree No. 168/2025/NĐ-CP (as amended by Article 13, Decree No. 296/2026/NĐ-CP), the dossier includes:

Notice of company dissolution — Form No. 30, replaced by the form under Circular No. 121/2026/TT-BTC.
Report on the liquidation of the enterprise’s assets.
List of creditors and debts already paid, including full payment of tax debt and social insurance, health insurance and unemployment insurance debt owed to employees after the dissolution decision (if any).
A copy of the shareholder register — only for a joint-stock company that is not a listed company and has not registered a securities transaction.

The legal representative is the person who files the dossier (Clause 7, Article 208).

Tasks to complete before the second filing

Terminate any branch, representative office or business location with the business registration authority where these units are located (Clause 4, Article 64, Decree No. 168/2025/NĐ-CP). A branch or representative office must also complete its tax obligations before termination (Clause 1, Article 66).
Complete tax obligations. After receiving the dossier, the business registration authority sends the information to the tax authority; the tax authority has 02 working days to give its opinion. If the tax authority declines because tax obligations are incomplete, the business registration authority notifies the enterprise (Clause 5, Article 64). Finalization is carried out by accounting and tax partners — see Tax finalization upon dissolution.
Return the seal if the enterprise uses a seal issued by the police authority (Clause 8, Article 64).

If there is no declining opinion from the tax authority, within 05 working days from the date the dossier is received, the business registration authority changes the enterprise’s status to “dissolved” (Clause 5, Article 64).

Internal documents to gather beforehand

This list helps in correctly preparing the documents above. Not every enterprise needs all of them; check against the actual situation.

Group	Documents	Used for
Legal	Enterprise registration certificate, charter, member or shareholder register, ownership documents	Determining who decides, voting ratios, and the list of persons with rights
Accounting and tax	Accounting books, financial statements, periodic tax declarations, invoices	Tax finalization, the asset liquidation report
Debts	Contracts, debt reconciliation minutes, bank statements	The debt-settlement plan, the list of creditors
Labor	Labor contracts, payroll records, social insurance records	The plan for employees, finalizing insurance obligations
Dependent units	Certificates for branches, representative offices, business locations	Termination before filing the dossier
Assets	Asset ownership documents, lease contracts	Liquidation and transfer of assets

For an enterprise with many employees, the labor and social insurance group is usually the most work. See Dissolving a company with many employees.

Common dossier mistakes and how to avoid them

Meeting minutes missing the voting ratio. Clearly record who attended, the capital-contribution ratio or number of votes, and the voting result.
The list of creditors not matching the books. Reconcile debts with each party and keep payment records.
Forgetting a branch or business location. Look up all dependent units before drawing up the roadmap.
Using an outdated form. Get the form at the time of filing; Form No. 30 was replaced in 2026.
Signing a new contract after the dissolution decision. This is prohibited by law, except for a contract to carry out the dissolution (Clause 1, Article 211).

If the enterprise changes its mind, within 180 days from the date the business registration authority receives the dissolution decision, and while the status has not yet changed to “dissolved,” the enterprise may send a notice cancelling the dissolution decision (Clause 7, Article 64, Decree No. 168/2025/NĐ-CP).

What Thái Tín supports with the dissolution dossier

Checking the status and reviewing the document checklist by company type, based on current regulations.
Supporting preparation of the dissolution decision, meeting minutes, debt-settlement plan and dissolution notice; pointing out what needs to be added before filing.
Coordinating with accounting and tax partners on the liquidation report and finalization; tracking feedback from state agencies.

The persons listed in Clause 2, Article 210, 2020 Law on Enterprises are responsible for the truthfulness of the dossier, so we review the dossier together with the enterprise before signing. State agencies review and decide. Costs include the service fee, third-party fees and any outstanding tax obligations; a quote is given after the status check.

Questions and answers

What documents make up a company dissolution dossier?

The dissolution registration dossier includes: the notice of company dissolution; the asset liquidation report; and the list of creditors and debts already paid, including tax debt and employee social insurance debt, if any (Clause 1, Article 210, 2020 Law on Enterprises). An unlisted joint-stock company that has not registered a securities transaction also includes a copy of the shareholder register (Clause 3, Article 64, Decree No. 168/2025/NĐ-CP, as amended by Article 13, Decree No. 296/2026/NĐ-CP).

Where is the dissolution dossier filed?

It is filed with the provincial-level business registration authority where the enterprise has its head office (Clause 3, Article 64, Decree No. 168/2025/NĐ-CP, as amended by Decree No. 296/2026/NĐ-CP). For an enterprise whose tax registration follows the interlinked one-stop mechanism, the information is forwarded to the tax authority (Clauses 2, 5, Article 64, Decree No. 168/2025/NĐ-CP).

Does the enterprise need to file a separate dossier to close its tax code?

For an enterprise whose tax registration is combined with business registration, the enterprise registers dissolution with the business registration authority, which forwards the information to the tax authority to deactivate the tax code (Clauses 2, 5, Article 64, Decree No. 168/2025/NĐ-CP). What needs to be done is completing tax obligations before filing the dossier. If the tax code is not in normal status, it needs to be checked separately.

Which form is used for the dissolution notice?

Form No. 30, 'Notice of Company Dissolution', under Appendix I of Circular No. 68/2025/TT-BTC, has been replaced by a new form under Circular No. 121/2026/TT-BTC (issued 21 August 2026). The form should be obtained from the National Business Registration Portal at the time of filing.

What should a company with a company seal do?

An enterprise still using a seal issued by the police authority must return the seal and the certificate of seal-sample registration to the police authority as prescribed (Clause 8, Article 64, Decree No. 168/2025/NĐ-CP). Where the enterprise manages its own seal, this should be checked against the specific case.

Who is liable if the dissolution dossier is declared incorrectly?

The private enterprise owner, the company owner, members of the Members' Council, members of the Board of Directors, the Director or General Director, and the legal representative are responsible for the truthfulness of the dossier. If the dossier is inaccurate or falsified, they are jointly liable for paying employee entitlements, tax and unpaid debts within 05 years from the date the dossier is filed (Clauses 2, 3, Article 210).

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 (as amended by Law No. 03/2022/QH15 and Law No. 76/2025/QH15 — Article 207 (Point c, Clause 1) amended by Article 1, Law No. 76/2025/QH15, effective 1 July 2025): Article 207; Clauses 1, 3, 7, Article 208; Article 210; Article 211.
Decree No. 168/2025/NĐ-CP on business registration (effective 1 July 2025), Clauses 1, 2, 4, 5, 6, 7, 8, Article 64; Clause 1, Article 66 (Article 66 partly amended by Article 19, Decree No. 296/2026/NĐ-CP) — Clause 3, Article 64 amended by Article 13, Decree No. 296/2026/NĐ-CP (effective 23 July 2026).
Circular No. 68/2025/TT-BTC on business registration forms, amended by Circular No. 121/2026/TT-BTC (issued 21 August 2026) — Form No. 30, Notice of Company Dissolution.
Circular No. 90/2026/TT-BTC on tax registration (effective 1 July 2026, replacing Circular No. 86/2024/TT-BTC), Article 13.