Many owners hesitate to dissolve their company over one question: once the company is closed, what liability am I still carrying? The short answer: when dissolution follows correct procedure, the dossier is truthful, and obligations have been paid, dissolution closes out as prescribed. The law only imposes joint liability when the dossier is inaccurate or falsified.
This article is for legal representatives, owners, members and shareholders preparing to sign a dissolution dossier. The goal is to understand the actual scope of liability, so you can sign with confidence.
Who is responsible for the dissolution dossier?
Clause 2, Article 210 of the 2020 Law on Enterprises lists the persons responsible for the truthfulness and accuracy of the dissolution dossier:
- Members of the Board of Directors of a joint-stock company.
- Members of the Members’ Council of a limited liability company.
- The company owner or private enterprise owner.
- The Director or General Director.
- General partners.
- The enterprise’s legal representative.
The dissolution dossier includes the dissolution notice and the asset liquidation report, the list of creditors and the debt amounts already paid, including tax debt and social insurance contributions owed to employees, if any (Clause 1, Article 210). The legal representative is the person who submits the dossier to the business registration authority (Clause 7, Article 208).
When does joint liability after dissolution arise?
Joint liability after dissolution arises when the dissolution dossier is inaccurate or falsified (Clause 3, Article 210). In that case, the persons listed in Clause 2 are jointly liable to:
- Pay unresolved employee entitlements.
- Pay unpaid tax.
- Pay other unpaid debts.
- Bear personal liability at law for any resulting consequences.
The period is 05 years from the date the dissolution dossier is filed with the business registration authority.
This shows that the focus is on the quality of the dossier. A dossier whose figures are fully reconciled with the tax authority, the insurance authority and creditors is the most direct way to have peace of mind after dissolution.
Asset liability differs by company type
Beyond the rules on the dossier, each company type carries its own level of asset liability. This applies throughout the enterprise’s lifecycle, including the dissolution stage.
| Company type | Who is liable | Scope | Legal basis |
|---|---|---|---|
| Private enterprise | The owner | All of the owner’s assets | Clause 1, Article 188 |
| Limited liability company with two or more members | Members | Up to the capital contributed | Clause 1, Article 46 |
| Single-member limited liability company | The owner | Up to the charter capital | Clause 1, Article 74 |
| Joint-stock company | Shareholders | Up to the capital contributed | Clause 1, Article 111 |
| Partnership | General partners | All of their own assets | Article 177 |
One point often overlooked: a member, owner or shareholder who has not fully contributed the committed capital may still be liable, up to the committed portion, for financial obligations arising before the company registers a capital adjustment (Clause 4, Article 47; Clause 3, Article 75; Clause 4, Article 113, 2020 Law on Enterprises). This situation needs the specific capital contribution records to be reviewed before dissolution.
What should the legal representative note during dissolution?
The legal representative is personally liable at law for damage to the enterprise caused by a breach of their duties (Clause 2, Article 13, as amended by Law No. 76/2025/QH15).
During dissolution, this connects to the actions an enterprise must not take once a dissolution decision has been issued (Clause 1, Article 211):
- Hiding or dispersing assets.
- Waiving or reducing the right to collect debts.
- Converting unsecured debt into debt secured with the enterprise’s assets.
- Signing new contracts, except contracts to carry out the dissolution.
- Pledging, mortgaging, donating or leasing out assets.
- Terminating contracts that are already in effect.
- Raising capital in any form.
Knowing this list from the outset helps the legal representative steer the liquidation stage in the right direction. The order for paying debts as set by law is presented in the article Paying debts upon dissolution.
Temporary exit suspension related to tax obligations: understand it to stay ahead of it
This is a question many legal representatives care about. The current rules are as follows.
Law on Tax Administration No. 108/2025/QH15 sets out the cases requiring completion of tax payment obligations before leaving Vietnam (Clause 5, Article 17). Two cases relate to enterprises:
- The legal representative or beneficial owner of an enterprise subject to enforcement of an administrative decision on tax administration, who has not completed tax payment obligations.
- The legal representative or beneficial owner of an enterprise no longer operating at its registered address, who has not completed tax payment obligations.
The law assigns the Government to set the debt amount and time thresholds. Decree No. 252/2026/NĐ-CP (Article 28, effective 1 July 2026) provides:
| Point to know | Content |
|---|---|
| Threshold for an enterprise subject to enforcement | Tax debt of VND 500 million or more, overdue by 120 days or more |
| Case of not operating at the registered address | Considered after 120 days from the date of the tax authority’s notice, if the enterprise has not restored or deactivated its tax code |
| Advance notice | The tax authority gives 30 days’ notice through the tax administration system and its website |
| Lifting the measure | As soon as the tax debt falls below the threshold, or once the tax code is restored or deactivated as prescribed |
| Lookup | The electronic tax transaction account or the General Department of Taxation’s website (gdt.gov.vn) |
The key point is that this measure is tied to incomplete tax obligations in the statutory cases, and comes with a clear advance-notice and lifting mechanism. Dissolving by correct procedure requires completing tax obligations before filing the dossier, so following the correct process is itself the root solution to this issue. For an enterprise that still owes taxes, see also the article Dissolving with outstanding tax obligations.
What if the enterprise stops operating without dissolving?
The Law on Tax Administration No. 108/2025/QH15 has separate rules for cases where an enterprise ceases operations or is not operating at its registered address while tax payment obligations remain incomplete (Points c, e, Clause 1, Article 17):
- Private enterprises, single-member limited liability companies, partnerships: the owner, the company owner, or the general partners complete the tax payment obligations under enterprise law.
- Limited liability companies with two or more members, joint-stock companies: capital-contributing members and capital-contributing shareholders are responsible for completing the tax payment obligations under enterprise law.
In other words, the obligation does not disappear simply because the enterprise is left unattended. An orderly dissolution helps close out obligations clearly, with documented evidence.
What to do for peace of mind after dissolution
A short checklist before signing the dossier:
- Reconcile tax obligations with the managing tax authority, including any late-payment interest and penalties.
- Reconcile insurance with the social insurance authority, finalizing the contribution record for employees.
- Confirm debts with each creditor and keep the minutes.
- Review the asset liquidation report against sale and liquidation documents.
- Keep the dossier for at least 05 years from the date the dissolution dossier is filed, and clearly assign who holds it.
What Thái Tín supports
Thái Tín checks the enterprise’s status before you sign: legal status, tax code, outstanding obligations and debts. We review the dissolution dossier against current regulations, point out what needs to be added, and clearly explain the scope of liability for each signer.
Finalization and tax reporting are carried out by our accounting and tax partners; Thái Tín coordinates and tracks progress until the agreed scope is complete. State agencies review and decide within their authority.
Want to know where your dossier stands before signing? Send your tax code and current status so Thái Tín can check it and report back on what needs to be addressed first.
Questions and answers
After dissolution is complete, is the director still liable?
The Law on Enterprises only imposes joint liability on the persons listed in Clause 2, Article 210 (including the Director/General Director, the legal representative, the owner, members of the Members' Council or Board of Directors, and others) when the dossier is inaccurate or falsified, within 05 years from the date the dissolution dossier is filed (Clause 3, Article 210, 2020 Law on Enterprises).
What does joint liability after dissolution cover?
Under Clause 3, Article 210, if the dossier is inaccurate or falsified, the persons listed in Clause 2 are jointly liable for paying unresolved employee entitlements, unpaid tax, and other unpaid debts, and are personally liable at law for any resulting consequences, within 05 years from the date the dossier is filed.
If the company still owes taxes, can the legal representative be temporarily suspended from leaving Vietnam?
Possibly, if the statutory conditions are met. Under Clause 1, Article 28, Decree No. 252/2026/NĐ-CP, this measure applies to the legal representative or beneficial owner when the enterprise is subject to enforcement, the tax debt is VND 500 million or more, and it is overdue by 120 days or more. The tax authority gives 30 days' notice in advance and lifts the measure once the debt falls below the threshold.
Is a private enterprise owner different from a limited liability company?
Yes. The owner of a private enterprise is liable with all of their own assets for all of the enterprise's activities (Clause 1, Article 188). Members of a limited liability company and shareholders of a joint-stock company are liable only up to the capital they have contributed or committed to contribute (Articles 46, 74, 111).
How long should the dissolution dossier be kept?
It should be kept for at least 05 years from the date the dissolution dossier is filed, since this is the period Clause 3, Article 210 sets for joint liability. Accounting records may have their own separate retention periods under accounting law; the specific period should be checked for each type of document.
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, effective 1 July 2025): Clause 2, Article 13 (amended by Clause 4, Article 1, Law No. 76/2025/QH15); Clause 1, Article 46; Clause 4, Article 47; Clause 1, Article 74; Clause 3, Article 75; Clause 1, Article 111; Clause 4, Article 113; Article 177; Clause 1, Article 188; Clause 2, Article 207; Clause 7, Article 208; Clauses 1, 2, 3, Article 210; Article 211. Articles 208, 210, 211 are not among the articles amended by Law No. 76/2025/QH15.
- Law on Tax Administration No. 108/2025/QH15 (effective 1 July 2026): Points a, c, e, Clause 1, Article 17; Clause 5, Article 17 (cases requiring completion of tax payment obligations before exit).
- Decree No. 252/2026/NĐ-CP detailing the Law on Tax Administration (effective 1 July 2026), Article 28 — temporary suspension of exit: applicable cases, 30-day advance notice, lifting the measure once the debt falls below the threshold; lookup at gdt.gov.vn.
- Official Letter No. 5622/CT-NVT dated 5 August 2026 of the Tax Department on implementing temporary exit suspension under Decree No. 252/2026/NĐ-CP.
Official texts and standards
- Law on Enterprises 59/2020/QH14 — Government Web Portal vanban.chinhphu.vn
- Law No. 76/2025/QH15 amending the Law on Enterprises — Government Web Portal vanban.chinhphu.vn
- Law on Tax Administration 108/2025/QH15 — Government Web Portal vanban.chinhphu.vn
- Decree No. 252/2026/NĐ-CP guiding the Law on Tax Administration — Government Web Portal vanban.chinhphu.vn
- Look up temporary exit suspension for tax debt — gdt.gov.vn gdt.gov.vn
