Tax Finalization When Dissolving a Company

Once an enterprise adopts a dissolution decision, the tax finalization clock starts running. The finalization dossier must be filed no later than the 45th day from the date the dissolution decision is adopted (Point b, Clause 5, Article 10 of Decree No. 252/2026/NĐ-CP). The tax amount is also due within this same deadline.

This article is for owners and chief accountants who need to know what finalization covers, how the final period is calculated, and who does which part. Main conclusion: prepare the figures before signing the dissolution decision, because 45 days is not long if the accounting records are not yet in order.

What is dissolution tax finalization?

Dissolution tax finalization means declaring the finalization of taxes and revenues subject to finalization up to the point of dissolution, rather than waiting until year-end. For corporate income tax, Circular No. 89/2026/TT-BTC specifically provides for the case of “finalization up to the point of dissolution, bankruptcy or termination of operations…” (Point c.2, Clause 1, Article 21).

Finalization is part of completing tax obligations. Before terminating the validity of the tax code, the enterprise must file all tax returns, pay taxes, settle any overpayment and any VAT not yet credited, and complete its invoice obligations (Article 14 of Circular No. 90/2026/TT-BTC).

Which taxes need to be finalized upon dissolution?

Depending on actual operations, these usually include:

• Corporate income tax: finalized up to the point of dissolution (Point c.2, Clause 1, Article 21 of Circular No. 89/2026/TT-BTC).
• Personal income tax on wages and remuneration: the enterprise, as the income-paying organization, is responsible for filing the finalization (Clause 1, Article 22 of Circular No. 89/2026/TT-BTC). How this applies to the final period upon dissolution needs to be checked against the specific dossier.
• Natural resources tax and environmental protection fees for mineral extraction, if applicable: also finalized up to the point of dissolution (Articles 23 and 26 of Circular No. 89/2026/TT-BTC).
• VAT: all returns up to the final period must be filed; any VAT not yet credited must be resolved (Article 14 of Circular No. 90/2026/TT-BTC).

Beyond tax returns, the tax authority also reviews invoice usage. Incorrect invoices, or invoices issued but not yet declared, need to be resolved beforehand.

How is the final finalization period calculated?

Under the Accounting Law, upon dissolution, the final accounting period runs from the start of the accounting period to the end of the day before the dissolution decision takes effect (Clause 3, Article 12 of Accounting Law 88/2015/QH13). The tax finalization period is determined according to the annual accounting period (Point đ.1, Clause 2, Article 9 of Decree No. 252/2026/NĐ-CP).

A dissolving accounting unit must (Clause 1, Article 48 of the Accounting Law):

1. Close its accounting books, take a physical inventory of assets, determine unpaid debts, and prepare financial statements.
2. Open accounting books to track transactions related to the dissolution.
3. Hand over all accounting records, once processed, to the organization or individual responsible for archiving under Article 41.

Transactions arising after the date of the dissolution decision, such as liquidating assets or paying debts, are tracked in a separate set of books. How to declare tax for these transactions should be reviewed case by case with an accounting partner.

Timeline of dissolution finalization

This applies to enterprises registered under the inter-agency single-window mechanism.

The law does not set a fixed total time for the tax portion. The actual time depends on the accounting records, whether an on-site inspection applies, and the tax authority’s processing time.

When does the tax authority inspect at the enterprise’s premises?

Not every dissolution case is subject to an on-site inspection. Law on Tax Administration 108/2025/QH15 places high-risk taxpayers falling under dissolution, termination of operations, or termination of tax code validity in the category subject to on-site inspection (Point a, Clause 3, Article 22). Inspection applies risk management and prioritizes online review of electronic data (Point a, Clause 1, Article 22).

How to prepare: arrange accounting records, vouchers, contracts and bank statements by period; ensure the person who holds the figures is available if an explanation is requested.

How are overpaid tax and uncredited VAT handled?

• Input VAT not yet fully credited upon dissolution: the enterprise requests a refund under Point l, Clause 1, Article 46 of Circular No. 89/2026/TT-BTC. If subject to an on-site inspection, the refund request is recorded in the inspection record.
• Overpaid amounts: the tax authority offsets or refunds together with an offset against amounts still owed, under tax administration law (Point a.3, Clause 1, Article 15 of Circular No. 90/2026/TT-BTC).

These two items should be included in the obligations table from the start, as they may reduce the actual amount payable.

Common risks and how to handle them

Filing the finalization dossier after the 45th day. This may result in a late-filing penalty and late-payment interest of 0.03% per day on the overdue tax amount (Clause 2, Article 16 of the Law on Tax Administration). How to handle it: review the accounting records before signing the dissolution decision, so the 45 days is sufficient.

Missing or incorrect returns from prior periods. The tax authority will list the missing dossiers. How to handle it: file supplementary returns and corrections before finalization. See Dissolving a Company with Missing Accounting Records.

Tax debt remaining after finalization. How to handle it: pay in the statutory order after employee entitlements (Clause 5, Article 208 of the Law on Enterprises). See Dissolving a Company with Outstanding Tax Obligations.

Who does which part

• The enterprise: issues the decision, provides the figures, signs the dossier and pays the amounts due.
• Accounting/tax service partner: prepares financial statements and the finalization return, works on the figures when requested by the tax authority.
• Thái Tín: checks the status, builds a roadmap around the milestones, connects a suitable partner, tracks progress and sends reminders, and assists with preparing the dissolution dossier within the agreed scope. Advice also covers enterprises with many employees and foreign-invested enterprises, where personal income tax finalization and profit remittance need close review.
• Tax authority: receives the dossier, inspects if applicable, and confirms completion of obligations.

Costs include the service fee, the accounting partner’s fee and any outstanding tax obligations; a quotation is provided after the status check.

Preparing before signing the dissolution decision

• Review all returns for each period on the electronic tax account.
• Reconcile electronic invoices issued against accounting records.
• Take an inventory of assets and payables/receivables; finalize the employee list and outstanding insurance amounts.
• Determine the amount of uncredited VAT and any overpayment.
• Choose the person or organization to archive accounting records after dissolution (Article 41 of the Accounting Law).

Next step: send the tax code via the contact page to have the status checked and receive a finalization roadmap. This article is a general explanation and does not replace advice for a specific dossier.

Questions and answers

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Dissolution Dissolving a Company with Outstanding Tax Obligations Dissolution Dissolving a Company with Missing Accounting Records Dissolution Tax Code Status During Dissolution: How to Read It and What to Do