UPDATED PROCEDURES FOR ENTERPRISE DISSOLUTION

In the course of doing business, not every enterprise is able to reach its originally intended destination. There are times when market conditions change, resources are no longer suitable, or development strategies take a different direction. In such circumstances, dissolution should not be viewed as a failure, but rather as a lawful and transparent way for an enterprise to close a chapter of its operations. A clear understanding of dissolution procedures—from settling obligations and terminating contracts to working with competent state authorities—enables enterprises to act proactively, mitigate legal risks, and preserve their reputation even when exiting the market.

UPDATED PROCEDURES FOR ENTERPRISE DISSOLUTION

1. Legal Grounds

• Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15, effective from July 1, 2025;

• Decree No. 168/2025/NĐ-CP on enterprise registration, effective from July 1, 2025;

• Circular No. 68/2025/TT-BTC promulgating forms used in enterprise registration and household business registration, effective from July 1, 2025.

2. Cases of Enterprise Dissolution

An enterprise shall be dissolved in the following cases:

• Upon the expiry of the operating term stated in the company charter without a resolution or decision on extension;

• Pursuant to a resolution or decision of the private enterprise owner for private enterprises; the Members’ Council for partnerships; the Members’ Council or the company owner for limited liability companies; or the General Meeting of Shareholders for joint-stock companies;

• Where the company fails to maintain the minimum number of members or shareholders as required by this Law for a continuous period of six (06) months without completing procedures for conversion into another type of enterprise;

• Where the Enterprise Registration Certificate is revoked, except where otherwise provided by the Law on Tax Administration.

3. Order and Procedures for Enterprise Dissolution

3.1. Dissolution in cases specified at Points a, b, and c, Clause 1, Article 207 of the Law on Enterprises 2020, as amended and supplemented in 2025

1. Within seven (07) working days from the date of adoption of the dissolution resolution or decision as prescribed in Clause 1, Article 208 of the Law on Enterprises, the enterprise shall submit the following documents to the provincial-level business registration authority where its head office is located:

   a) The resolution or decision on enterprise dissolution;

   b) Minutes of the meeting of the Members’ Council (for multi-member limited liability companies and partnerships) or of the General Meeting of Shareholders (for joint-stock companies) regarding enterprise dissolution;

   c) A debt settlement plan (if any).

2. Within five (05) working days from the date on which all debts of the enterprise have been fully settled, the enterprise shall submit the application dossier for enterprise dissolution to the provincial-level business registration authority where its head office is located.

   Prior to submitting the dissolution application dossier, the enterprise must complete procedures for termination of operation of its branches, representative offices, and business locations at the provincial-level business registration authority where such branches, representative offices, or business locations are located.

3. Within one hundred and eighty (180) days from the date the provincial-level business registration authority receives the dissolution resolution or decision, if the legal status of the enterprise has not yet been updated to “dissolved” in the National Enterprise Registration Database and the enterprise does not continue carrying out dissolution procedures, the enterprise shall send a notice of cancellation of the dissolution resolution or decision to the provincial-level business registration authority where its head office is located. Such notice must be accompanied by a resolution or decision on cancellation of the dissolution resolution or decision.

   For enterprises using seals issued by the public security authority, the enterprise is responsible for returning the seal and the seal specimen registration certificate to the public security authority in accordance with regulations.

3.2. Enterprise Dissolution in Cases of Revocation of the Enterprise Registration Certificate or Pursuant to a Court Decision

1. Within five (05) working days from the date all debts of the enterprise have been fully settled, the enterprise shall submit the application dossier for enterprise dissolution to the provincial-level business registration authority where its head office is located. The dissolution application dossier shall include the documents prescribed in Clause 1, Article 210 of the Law on Enterprises.

2. Prior to submitting the dissolution application dossier, the enterprise must complete procedures for termination of operation of its branches, representative offices, and business locations at the provincial-level business registration authority where such branches, representative offices, or business locations are located.

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