Tax finalization upon FDI enterprise dissolution — dossier and deadlines

Tax finalization is the mandatory “gate” before an FDI enterprise can close its tax code and complete dissolution. From 1 July 2026, the Law on Tax Administration 2025 and Decree 252/2026/ND-CP shorten the dissolution tax finalization deadline from 90 days to 45 days — a change many enterprises have not yet absorbed. This article summarizes the dossier, deadlines, and commonly overlooked taxes.

1. Legal basis

• Law on Tax Administration 2025 (108/2025/QH15), effective 1 July 2026 (Article 52; the 2019 Law expires 30 June 2026). Article 17: completing tax obligations upon dissolution follows enterprise law and relevant laws.
• Decree 252/2026/ND-CP: Article 10(5)(b) — the tax finalization filing deadline is the 45th day from the decision on cessation/dissolution (also applying to division, split, merger, consolidation); Article 27 — details on completing tax payment obligations.
• Law on Corporate Income Tax 2025 (67/2025/QH15): CIT finalization up to the dissolution date.
• Decree 168/2025/ND-CP (Article 8): the enterprise code doubles as the tax code; it is deactivated when the enterprise ceases operations.

Note: Decree 168/2025 has been amended and supplemented by Decree 296/2026/ND-CP (effective 23/7/2026) — banning nominee capital contributions and adding e-authentication rules and the 25% beneficial-owner criterion; check the consolidated text before filing.

2. The new rule: 45 days instead of 90

Before 1 July 2026, the dissolution tax finalization deadline was 90 days. From 1 July 2026, the tax finalization dossier must be filed no later than the 45th day from the dissolution decision. Important: this is the deadline for filing the declaration dossier — not permission to delay tax payment. Taxes arising remain due on their statutory deadlines.

With the deadline halved, FDI enterprises should start finalization accounting early, in parallel with asset liquidation — not after liquidation is finished.

3. Dissolution tax finalization dossier

1. CIT finalization return up to the dissolution date;
2. Financial statements up to the dissolution date;
3. Finalization dossiers for other taxes: VAT, PIT (for Vietnamese and foreign employees), foreign contractor tax (for contracts with foreign contractors), resource tax, land rentals, etc.;
4. Evidence of completed tax obligations for the tax authority’s tax-clearance confirmation — a condition for the business registration authority to process dissolution;
5. The dissolution decision and related legal documents.

4. Mandatory sequence: tax first, business registration after

The order cannot be reversed:

1. Complete finalization and pay all taxes due;
2. Obtain the tax authority’s confirmation of completed obligations (the tax authority notifies the business registration office);
3. Only then register dissolution with the business registration authority;
4. Deactivate the tax code (the enterprise code doubles as the tax code).

5. Taxes FDI enterprises commonly forget

• Foreign contractor tax (FCT) on contracts with foreign contractors/suppliers — often missed because it arises sporadically;
• PIT for foreign employees (finalized to the contract termination date);
• Land rentals and land use tax not yet settled for the lease term;
• VAT on inventory and liquidated assets upon dissolution;
• Late-payment penalties and interest arising during finalization.

6. Recommendations

• Build a backward finalization plan from the expected dissolution decision date to meet the 45-day mark;
• Review all contracts with foreign counterparties to catch FCT;
• Reconcile figures with the tax authority early (obligation confirmation) rather than at the last minute;
• Coordinate closely among accounting, legal, and tax advisory teams.

Content drafted by the FLAW AI Legal Council, pending QA Council review before approval. This article is for general information only and does not replace legal advice for any specific case.