Corporate Dissolution

Corporate dissolution: who is this service for?

• Domestic business owners who want to stop operating, take a break from business or change direction and need to close the company through the proper procedures.
• Foreign investors exiting Vietnam: terminating the investment project, liquidating assets in Vietnam and dissolving the foreign-invested company.
• Groups restructuring: merging, consolidating or streamlining subsidiary systems, needing to dissolve legal entities that no longer have a function.
• Foreign traders wishing to close a representative office or branch in Vietnam after a change in market strategy.
• Enterprises whose Enterprise Registration Certificate has been revoked and that need to carry out dissolution in accordance with the law.
• “Dormant” companies that have been inactive for years but not dissolved, generating tax risks and liability for the legal representative.

When to choose dissolution — and when not to

Not every case of “no longer wanting to do business” requires immediate dissolution. Three mechanisms often confused are temporary business suspension, dissolution and bankruptcy — each with different conditions and consequences:

Choosing the wrong mechanism is a costly mistake: a company with debts that insists on dissolution will stall at the tax finalisation stage; a company that is insolvent but does not follow bankruptcy proceedings may expose its managers to personal liability. If your company shows signs of insolvency, see Corporate Bankruptcy to weigh the right direction. Our lawyers will help you assess the actual situation and choose the right mechanism from the very first working session — contact us for advice for an assessment of your specific case.

Common legal issues clients face

The most common bottleneck in dissolution is outstanding tax debts. Under the 2025 Law on Tax Administration (108/2025/QH15, effective from 01/7/2026, replacing the 2019 Law on Tax Administration), a company must fulfil its tax obligations with its directly managing tax authority before submitting the dissolution file to the business registration authority — termination of the tax code is part of tax registration (Clause 1, Article 10), with the procedure carried out under Article 13 of Circular 90/2026/TT-BTC — in practice, the tax authority will review the entire operating history, and any tax debts, penalties or missing tax filings must be resolved before the tax code is terminated. For FDI companies operating for many years, tax finalisation at dissolution is usually the longest stage.

The second stumbling block is employees and social insurance. The dissolution resolution must include a plan for handling obligations arising from labour contracts (Point d, Clause 1, Article 208 of the 2020 Law on Enterprises). The company must fully pay wages, severance or job-loss allowances under the 2019 Labour Code and close social insurance books for employees — outstanding social insurance debts will block the dissolution file at the business registration authority.

For FDI companies, there is an additional layer of investment project termination: the procedures for terminating the investment project and handling the Investment Registration Certificate must be carried out under the 2025 Law on Investment before or in parallel with the company dissolution, together with obligations relating to the Direct Investment Capital Account (DICA) and profit repatriation if any. Getting the order wrong — for example dissolving the company before terminating the project — can result in the file being returned and the work starting over.

A less-noticed risk is ongoing disputes: a company involved in dispute resolution before a Court or arbitration does not meet the conditions for dissolution. In addition, mortgaged assets at banks and unsettled land lease or factory lease contracts are also bottlenecks that need to be handled during asset liquidation.

How does FLAT LAW FIRM help?

• Dissolution feasibility assessment: reviewing tax debts, social insurance debts, ongoing disputes and asset obligations to determine whether the company qualifies for dissolution or needs another direction (suspension, restructuring or bankruptcy).
• Market-exit roadmap for FDI companies: arranging the correct order of investment project termination — tax finalisation — company dissolution, avoiding having to redo work done in the wrong order.
• Investment project termination: drafting the decision to terminate the project, carrying out notification procedures with the investment registration authority and handling the Investment Registration Certificate under the 2025 Law on Investment — see Foreign Investment in Vietnam.
• Tax finalisation and tax code termination: coordinating the review of tax obligations, completing the finalisation file, and carrying out tax code termination procedures under the 2025 Law on Tax Administration (108/2025/QH15) and Circular 90/2026/TT-BTC — see Tax Advisory for FDI Enterprises.
• Labour and social insurance handling: building a plan for terminating labour contracts, calculating severance and job-loss allowances, and closing social insurance books in accordance with the law.
• Asset liquidation: advising on the handling of mortgaged assets, land lease and factory lease contracts and other contracts still in force during liquidation.
• Dissolution file at the business registration authority: drafting the dissolution resolution, dissolution notice, asset liquidation report and creditor list, and carrying out the full procedure under Articles 208 and 210 of the 2020 Law on Enterprises.
• Closing representative offices and branches of foreign traders: carrying out termination procedures under Decree 07/2016/ND-CP at the Department of Industry and Trade, including tax finalisation and employee rights.
• Handling arising issues: outstanding tax debts, disputes with creditors, objections from related parties within the 180-day period, and situations where the company has had its Enterprise Registration Certificate revoked.

Implementation process

1. Receiving and assessing the file: reviewing the Enterprise Registration Certificate, Investment Registration Certificate (if FDI), tax debts, social insurance, disputes and asset obligations to determine whether the conditions for dissolution are met.
2. Building the roadmap and assigning responsibilities: determining the order of procedures (project termination — tax — labour — dissolution), milestones and the responsible contact for each item.
3. Adopting the dissolution resolution/decision: drafting the resolution with all contents required by Clause 1, Article 208 of the 2020 Law on Enterprises, including the reasons for dissolution, the liquidation timeline and procedures, and the plan for handling labour obligations.
4. Notification and disclosure: within 07 working days from adoption, sending the dissolution resolution/decision and meeting minutes to the business registration authority, the tax authority and employees; publishing on the National Business Registration Portal and posting at the head office, branches and representative offices.
5. Asset liquidation and debt payment: organising asset liquidation; paying debts in the priority order of Clause 5, Article 208 — first wages, severance allowances, social insurance, health insurance and unemployment insurance; then tax debts; finally other debts.
6. Tax finalisation and tax code termination: fulfilling tax obligations with the directly managing tax authority and submitting the written request for tax code termination before filing the dissolution file at the business registration authority.
7. Settling employee rights: paying all due amounts in full and closing social insurance books.
8. Filing the dissolution file: the legal representative sends the dissolution file (dissolution notice; asset liquidation report; list of creditors and debts paid) to the business registration authority within 05 working days from the date all debts are paid.
9. Monitoring until completion: working with the business registration authority and the tax authority until the company’s legal status is updated to “dissolved” on the National Business Registration Database; handing over the completed file set to the client.

For FDI companies, in parallel with the above process, we carry out the investment project termination procedure: issuing the project termination decision, liquidating the project, notifying the investment registration authority in writing, and handling the Investment Registration Certificate under the 2025 Law on Investment. The order of steps is arranged for each specific file — the lawyer in charge will confirm the detailed roadmap after reviewing your file.

Closing representative offices and branches of foreign traders

Representative offices and branches of foreign traders are not independent enterprises, so termination procedures follow Decree 07/2016/ND-CP rather than the Law on Enterprises. A foreign trader may request termination of a representative office or branch when changing strategy (Clause 1, Article 35). The termination file includes: a notice in the Ministry of Industry and Trade’s form signed by the authorised representative of the foreign trader; a list of creditors and unpaid debts (including tax debts and social insurance debts); a list of employees and their respective rights; and the original establishment licence (Article 36).

Before submitting the file at the Department of Industry and Trade (the licensing authority), the representative office or branch must complete tax finalisation — including dependent tax code termination and personal income tax finalisation — close social insurance obligations, fully settle employee rights, and publicly post information on the termination at its head office (Article 38). The foreign trader is responsible for supervising the performance of these obligations. In practice, tax finalisation for a representative office is usually the most time-consuming stage, so it should be started early as soon as the closure decision is made.

Documents clients should prepare

• Enterprise Registration Certificate and amendments; company charter.
• Investment Registration Certificate and adjustments (for FDI companies).
• Resolutions, decisions and meeting minutes on dissolution (we will draft them if the client does not have them).
• Financial statements for recent years, tax filings and tax inspection/audit minutes (if any).
• Employee list, labour contracts, payroll records and the status of social insurance, health insurance and unemployment insurance contributions.
• List of creditors, loan contracts, credit contracts and mortgaged or pledged assets (if any).
• Contracts still in force: land leases, factory leases, office leases, and contracts with suppliers and customers.
• The company seal (where the seal was issued by the police authority, the company is responsible for returning it upon dissolution).
• For representative offices and branches: the establishment licence, activity reports and tax files of the office or branch.

Expected timeline and costs

Under the legal framework, after 180 days from the date the business registration authority receives the dissolution notice without receiving a written objection from a related party, or within 05 working days from the date the complete dissolution file is received, the business registration authority will update the status to “dissolved”. However, the actual timeline of each file varies greatly: a company with no tax debts, no social insurance debts and no disputes may complete the process in a few months; an FDI company operating for many years with complex tax obligations, or a file with tax debts, social insurance debts or creditor disputes, may take significantly longer — most of the time lies in tax finalisation and resolving outstanding obligations, not in the administrative procedures.

Service costs depend on the scope of work: a simple domestic company dissolution or a full FDI package (project termination + tax finalisation + dissolution), the number of employees, the complexity of tax obligations, and whether disputes arise. As our working principle, the scope of work and fee mechanism are confirmed in writing before implementation. For a quotation suited to your case, please contact FLAT LAW FIRM and send the basic documents listed above for our assessment.

Risks of “abandoning” an inactive company

• Tax obligations do not disappear on their own: an inactive but not dissolved company must still file periodic tax returns; failure to file will result in administrative tax penalties, enforcement and late-payment interest.
• Revocation of the Enterprise Registration Certificate: a company that stops operating beyond the time limit without notice, or does not operate at its registered address, may have its certificate revoked — dissolution must still be carried out but from a more difficult, passive position.
• The legal representative remains liable: the company’s tax obligations, employee obligations and debts do not vanish with “abandonment”; relevant managers may bear personal liability in certain cases under the law.
• Difficulties opening a new company: a “not operating at the registered address” tax status or outstanding tax debts of the old company may affect the establishment and operation of a new company by the same individual.
• More costly later: the longer you wait, the more records are lost and the harder tax finalisation and social insurance closure become — resolving a “dormant” company of many years usually costs much more than dissolving promptly when the decision to stop is made.

If your company has stopped operating but the dissolution procedure has not been carried out, we can review its legal status and outstanding obligations to propose the cleanest solution — talk to our lawyers.

Legal update as of September 2026

The 2025 Law on Investment (No. 143/2025/QH15), effective from 01/3/2026, replaces the 2020 Law on Investment. For FDI companies exiting Vietnam, termination of the investment project is now carried out under Article 36 of this Law — including cases where the investor decides to terminate on its own and cases where the investment registration authority terminates or partially terminates the project (for example: after 24 months from the end of the schedule, the investor still has not completed the operating objectives).

The 2020 Law on Enterprises remains in force, as amended and supplemented by Law No. 76/2025/QH15 (effective from 01/7/2025). The provisions on corporate dissolution in Article 207 (cases and conditions), Article 208 (order, procedures and debt payment priority) and Article 210 (dissolution file) continue to apply. Decree 168/2025/ND-CP on business registration (effective from 01/7/2025) has replaced Decree 01/2021/ND-CP — dissolution registration follows the current provisions of this decree.

The Law on Recovery and Bankruptcy 2025 (No. 142/2025/QH15), effective from 01/3/2026, replaces the 2014 Bankruptcy Law — it must be clearly distinguished from dissolution: bankruptcy applies when the company is insolvent and is decided by the Court, while dissolution is decided by the company itself when it can still pay all its obligations. See Corporate Bankruptcy.

The full texts of the documents above can be found on the Government’s legal normative documents system. The contents of this page should be cross-checked against the documents in force at the time the procedure is carried out.

Why choose FLAT LAW FIRM?

Market exit is a transaction to be calculated like market entry: the order of procedures, tax obligations, employee rights and asset handling are all interconnected. FLAT LAW FIRM has practical experience supporting foreign investors throughout the entire lifecycle in Vietnam — from market entry and operations to restructuring and divestment — so we see in advance the bottlenecks that a standalone dissolution file often misses, especially the investment project termination layer and the tax obligations of FDI companies. Our working model: one lead lawyer throughout, with the scope of work and fee mechanism confirmed in writing before implementation. See Foreign Investment in Vietnam and M&A and Corporate Restructuring.

Frequently asked questions

Useful links

You should talk to a lawyer if:

• Your FDI company is considering exiting Vietnam and needs a roadmap to close in the right order: project — tax — labour — dissolution.
• The company has outstanding tax or social insurance debts and you are unsure whether it qualifies for dissolution.
• The company is involved in disputes before a Court or arbitration — you need to assess whether it can be dissolved or must wait.
• You need to close a representative office or branch of a foreign trader in Vietnam.
• The company has been inactive for years without dissolution and you want to definitively resolve the lingering risks.
• You need an all-inclusive quotation for the entire market-exit process with clear scope and responsibilities.