Deactivating the Tax Code on FDI Company Dissolution: Right Sequence and Timing

The company has been inactive for two years. The factory lease is returned. Employees received full allowances. The overseas investor thought everything was done, until the accountant called: “The tax authority still has the company’s dossier hanging. The tax code is not closed. Without closing it, we cannot file the dissolution dossier.”

This situation is not rare. For foreign-invested enterprises (FDI), the “tax code deactivation” step — in legal language called terminating the tax code’s effect — is usually the longest bottleneck of the entire dissolution process. Not because filing the application is complex, but because many people misunderstand the order: filing to close the tax code first, worrying about tax finalisation later. Done in reverse, the dossier hangs, time passes, and tax obligations remain intact.

This article clarifies: which step tax code deactivation is in the dissolution process, what the right order is, what dossier is needed, and when the law considers it complete.

Where tax code deactivation sits in the dissolution process

First, terminology. “Deactivating the tax code” is the common phrase. Legal documents use “terminating the tax code’s effect” — meaning the enterprise’s tax code is no longer effective and may not be used in economic transactions from the date the tax authority notifies. This is part of tax registration (clause 1, Article 10 of the Law on Tax Administration 2025 — Law No. 108/2025/QH15, effective 01/7/2026, replacing the 2019 Law on Tax Administration).

FDI enterprises register tax together with enterprise registration under the interlinked one-stop mechanism (clause 2, Article 10 of the Law on Tax Administration 2025). On dissolution, the enterprise registers dissolution at the business registration authority after completing tax payment obligations as prescribed by law (clause 2, Article 6 of Decree 252/2026/ND-CP guiding the Law on Tax Administration).

Where this step sits in the dissolution process, drawn as a straight line:

The owner / Members’ Council adopts the dissolution decision and sends notice to the Business Registration Office (within 07 working days).
Completing tax obligations with the tax authority, including tax finalisation — this is the preparation stage, and the most time-consuming part.
The tax authority confirms tax completion (Notice 28/TB-DKT) — under the interlinked flow, the Business Registration Office transmits the dissolution decision information to the tax authority (clause 4, Article 13 of Circular 90/2026/TT-BTC dated 30/6/2026 of the Ministry of Finance guiding tax registration, effective 01/7/2026, replacing Circular 86/2024/TT-BTC); the enterprise does not file a separate request dossier with the tax authority as in direct tax registration cases.
Filing the dissolution dossier with the Business Registration Office. The Business Registration Office issues the dissolution notice — only then does the enterprise officially cease to exist.

The key point: the tax step must be finished before filing the final dissolution dossier. Without the tax authority’s confirmation of tax completion, the dissolution dossier at the Business Registration Office cannot proceed.

Tax finalisation first or tax code deactivation first?

This is the most confusing question. The short answer: tax finalisation first, tax code “deactivation” second — but the two sit in the same process with the tax authority, not separated.

First, distinguish two entirely different processing flows:

Flow 1 — interlinked (for ordinary FDI enterprises). The enterprise registers tax together with enterprise registration under the interlinked one-stop mechanism (clause 2, Article 10 of the Law on Tax Administration 2025). Under this flow, the enterprise does not file form 24/DKT as a starting dossier at the tax authority. The enterprise sends the dissolution resolution/decision to the Business Registration Office; the Business Registration Office transmits information to the tax authority for processing (clause 4, Article 13 of Circular 90/2026/TT-BTC). Only when tax law requires filing the tax code deactivation dossier at the tax authority, or the tax authority issues a requesting notice, does the enterprise file per that notice.

Cases that must file directly at the tax authority (direct tax registration). Unlike the interlinked flow, this group must file the tax code deactivation dossier with the directly managing tax authority, with separate deadlines for each case: organisations not registering enterprises through the business registration authority — file within 10 working days of the operation cessation document (point h, clause 3, Article 6 of Decree 252/2026/ND-CP); dependent units (branches, representative offices) ceasing operation — file with the directly managing tax authority before filing the operation cessation dossier at the business registration authority, within 10 working days if specialised law does not prescribe otherwise (clause 5, Article 13 of Circular 90/2026/TT-BTC); enterprises notified by the tax authority as not operating at the registered address (clause 6, Article 13 of Circular 90/2026/TT-BTC). Note: these 10-day milestones apply only to the direct tax registration group, not the general process for all dissolving enterprises.

On obligations to complete before tax code deactivation, Article 14 of Circular 90/2026/TT-BTC provides (for organisations):

Completing invoice obligations under invoice law: finally handling unused invoices, performing invoice cancellation per regulations. Note: for enterprises using e-invoices, current law no longer requires periodic invoice usage reports — that reporting obligation now applies only to pre-printed invoices purchased from the tax authority (Article 29 of Decree 123/2020/ND-CP, as amended by Decree 70/2025/ND-CP).
Completing obligations to file tax returns, pay tax and handle overpaid tax and uncredited VAT (if any) — including tax obligations of dependent units, business locations and obligations under substitute-payment tax codes (if any) — under point d.1, clause 1, Article 7 of Decree 252/2026/ND-CP.
If the enterprise has branches or representative offices (dependent units): all dependent units must complete tax code deactivation before the managing unit (point d.2, clause 1, Article 7 of Decree 252/2026/ND-CP).

In practice, “completing tax obligations” here includes:

Filing the CIT finalisation return up to the dissolution point, with all missing returns of prior periods (VAT, PIT, contractor tax if any).
Paying the full outstanding tax and late-payment interest (if any).
Finally handling uncredited VAT: requesting refunds or offsetting — leaving nothing hanging.
Handling and cancelling unused e-invoices per invoice regulations.

Many FDI enterprises think they only need to “file to close the tax code” to finish the tax step, while the finalisation return is not yet filed or tax debts remain. The tax authority then does not issue the deactivation notice. The dossier sits still. The enterprise thinks it has finished the tax step, while legally nothing has changed. This is exactly the cause of the opening scenario.

The right order, in practical terms (FDI enterprise in the interlinked flow):

Finalise all tax obligations (declare, pay, handle invoices, handle overpaid tax/uncredited VAT).
Send the dissolution resolution/decision to the Business Registration Office — within 07 working days of adopting the decision (Article 208 of the Enterprise Law 2020). The Business Registration Office transmits information to the tax authority under the interlinked mechanism; the enterprise does not file form 24/DKT as a starting dossier.
Coordinate with the tax authority during tax inspection and reconciliation; provide books and vouchers when requested — until the tax authority issues the confirming notice.
Take the confirming notice to file the dissolution dossier at the Business Registration Office.

In practice, enterprises should start reviewing and finalising tax as soon as dissolution is contemplated, even before signing the dissolution decision — because finalisation is the most time-consuming part.

What the tax code deactivation dossier includes

Interlinked flow (ordinary FDI enterprises): the enterprise does not file a separate tax code deactivation dossier with the tax authority. The dissolution dossier is filed at the Business Registration Office under the Enterprise Law; the Business Registration Office sends information to the tax authority to perform tax code deactivation, including the dissolution decision information and enterprise dissolution information (clause 4, Article 13 of Circular 90/2026/TT-BTC). The enterprise only files with the tax authority when tax law requires it or upon receiving the tax authority’s requesting notice.

Cases filing directly at the managing tax authority — dependent units ceasing operation (clause 5, Article 13), or enterprises notified by the tax authority as not operating at the registered address (clause 6, Article 13 of Circular 90/2026/TT-BTC). The dossier includes:

Written request for tax code deactivation on form 24/DKT issued with Circular 90/2026/TT-BTC.
Copy of the enterprise’s dissolution resolution or decision (or the business registration authority’s decision revoking the ERC, in revocation dissolution cases). For dependent units: copy of the enterprise’s decision or notice on terminating the branch/representative office operation.

The dossier is filed at the tax authority directly managing the enterprise. This procedure can now be done in person or online via the tax industry’s Public Service Portal; look up “Terminating the tax code’s effect” on the National Public Service Portal.

Some commonly missed practical points:

Branches and representative offices go first. If the company has a branch in another province, the branch must complete tax code deactivation at the tax authority where the branch sits first, then the parent company proceeds (point d.2, clause 1, Article 7 of Decree 252/2026/ND-CP; Article 14 of Circular 90/2026/TT-BTC). Missing this step, the parent company’s dossier is returned.
Substitute-payment tax codes. FDI enterprises often have substitute-payment tax codes for foreign contractors or foreign employees. Tax obligations under substitute-payment tax codes (if any) must be handled together before deactivating the main tax code (point d.1, clause 1, Article 7 of Decree 252/2026/ND-CP).
Tax registration certificate. Circular 90/2026/TT-BTC does not generally require returning the original tax registration certificate in the deactivation dossier. In practice, some tax authorities may have their own requirements — ask the directly managing tax sub-department before preparing the dossier.

How the tax authority processes the dossier

The tax authority’s processing is prescribed in Circular 90/2026/TT-BTC and published on the National Public Service Portal (look up “Terminating the tax code’s effect”). For enterprises in the interlinked flow, two milestones the tax authority must observe:

02 working days: issuing the Notice that the taxpayer has ceased operation and is processing tax code deactivation (form 17/TB-DKT).
03 working days from the date the taxpayer completes tax obligations: issuing the Notice that the taxpayer has completed tax payment obligations for filing the dissolution dossier with the business registration authority (form 28/TB-DKT).

Basis: point a.1, clause 3, Article 15 of Circular 90/2026/TT-BTC — in the interlinked flow, the tax authority processes per the dissolution information transmitted by the business registration authority: issuing 17/TB-DKT within 02 working days, and issuing 28/TB-DKT (replacing 18/TB-DKT) within 03 working days from the date the taxpayer completes tax obligations.

When the Business Registration Office confirms dissolution, the tax registration application system automatically updates the tax code to the status “Taxpayer ceased operation and completed tax code deactivation” the same day — if the enterprise has completed tax obligations (point b, clause 3, Article 15 of Circular 90/2026/TT-BTC). In this interlinked flow, the tax authority does not separately issue a Tax Code Deactivation Notice.

Scope note: the Notice of the taxpayer’s tax code deactivation (form 18/TB-DKT, 03 days under point a.5, clause 1, Article 15) is issued only to taxpayers directly registering tax with the tax authority (clause 7, Article 13 of Circular 90/2026/TT-BTC) — FDI enterprises in the interlinked flow never receive this notice.

Reading these figures correctly: 02 days and 03 days are administrative processing deadlines when the dossier is complete and tax obligations are fulfilled. The truly time-consuming part is the preceding stage — the tax authority inspecting and reconciling tax obligations, in many cases on-site inspection. This stage has no statutory deadline; how long or short depends on book condition and tax obligation complexity. For preparation details see tax finalisation on dissolution.

When is tax code deactivation considered complete

Three easily confused “milestones”:

The date dissolution information is interlinked-transmitted / the request dossier filing date — only the start of the procedure, with no legal effect on deactivation.
The date the Business Registration Office confirms dissolution — the system automatically updates the tax code to “Taxpayer ceased operation and completed tax code deactivation” (point b, clause 3, Article 15 of Circular 90/2026/TT-BTC): the tax code officially ceases effect, may not be used in economic transactions, and may not be reused (except for effect restoration in cases prescribed by law in Article 17 of Circular 90/2026/TT-BTC — filing the written request on form 25/DKT before the tax authority issues the tax code deactivation notice).
The issuance date of Notice 28/TB-DKT — the tax authority’s document confirming the enterprise has completed tax payment obligations, the basis for filing the dissolution dossier with the business registration authority. Note on the dissolution dossier composition: the law prescribes dossier composition in clause 1, Article 210 of the Enterprise Law; after receiving the dissolution registration dossier, the business registration authority consults the tax authority on tax completion within 02 working days (clause 5, Article 64 of Decree 168/2025/ND-CP).

In practice, the tax step is considered complete upon receiving Notice 28/TB-DKT — the “ticket” to the final step. The enterprise only ceases to exist when the Business Registration Office updates the status to “dissolved” and issues the dissolution notice.

A common misunderstanding: hearing about Notice 18/TB-DKT and waiting for it, or thinking it is needed to be “done”. For FDI enterprises in the interlinked flow, this notice is never issued — waiting for it is waiting for something that never comes. And even with tax done (having 28/TB-DKT), the company is not “done” until the dissolution dossier is filed. Stopping halfway — tax done but no dissolution dossier filed — leaves a “hanging” state: not operating, no effective tax code, but still an existing legal entity with the legal representative’s full responsibilities.

Action checklist: deactivating the tax code for FDI enterprises

Below is the checklist in the correct execution order. Mark each item complete before moving to the next.

Preparation stage (before sending the dissolution notice):

[ ] Review all tax returns for years within the statute of limitations: CIT, VAT, PIT, contractor tax (if any). File supplementary missing returns.
[ ] Prepare the CIT finalisation return up to the dissolution point.
[ ] Pay the full outstanding tax and late-payment interest (if any).
[ ] Finally handle uncredited VAT: refund or offset, leaving nothing hanging.
[ ] Handle invoices: cancel unused e-invoices per proper procedures; complete remaining invoice obligations per regulations (e-invoice users need not file periodic invoice usage reports).
[ ] Review and handle tax obligations under substitute-payment tax codes (foreign contractors, foreign employees).
[ ] Branches, representative offices, business locations: complete tax code deactivation at the dependent unit’s location first.
[ ] Ask the directly managing tax sub-department in advance whether the original tax registration certificate must be returned (Circular 90/2026 has no general rule).

Notification and tracking stage:

[ ] Sign the owner/enterprise dissolution resolution/decision (for FDI, this decision is usually signed by the overseas parent — factor in consular legalisation and translation time if needed).
[ ] Send the dissolution notice to the Business Registration Office within 07 working days of adopting the decision (Article 208 of the Enterprise Law 2020); information is interlinked-transmitted to the tax authority (FDI enterprises do not file form 24/DKT as a starting dossier).
[ ] Cases filing directly at the tax authority: directly-registered organisations file the tax code deactivation dossier (form 24/DKT + attachments) with the directly managing tax authority within 10 working days of the operation cessation document (point h, clause 3, Article 6 of Decree 252/2026/ND-CP); ceasing dependent units file before filing the operation cessation dossier at the business registration authority, within 10 working days if specialised law does not prescribe otherwise (clause 5, Article 13 of Circular 90/2026/TT-BTC).
[ ] Coordinate with the tax authority during tax inspection and reconciliation; provide books and vouchers when requested.
[ ] Receive Notice 17/TB-DKT (ceased operation and processing tax code deactivation).
[ ] Receive Notice 28/TB-DKT (confirming tax payment completion) — keep the original carefully; it is the basis for filing the dissolution dossier at the Business Registration Office.

After receiving Notice 28/TB-DKT:

[ ] File the dissolution dossier at the Business Registration Office within the prescribed time limit (the legal representative sends the dossier within 05 working days of paying all debts — clause 7, Article 208 of the Enterprise Law 2020).
[ ] Track until the Business Registration Office updates the status to “dissolved” and issues the dissolution notice.

When to have a lawyer alongside from the tax step

Not every tax code deactivation dossier needs a lawyer. But for FDI enterprises, some situations where early lawyer involvement avoids costly prices:

Large tax debts or tax imposition risk. When books have gaps, the tax authority may impose tax under the Law on Tax Administration. A lawyer helps assess risks, prepare explanation dossiers and handling plans before the tax authority issues decisions.
Large uncredited VAT amounts. Refund or offset, and how to get the refund dossier accepted the first time — one wrong calculation, and the money waits for months.
Branches and business locations in multiple provinces. Each place a tax authority, a timeline. Someone must coordinate so the “dependent units first, managing unit second” step does not slip.
The dissolution decision signed by the overseas parent. Signing authority, consular legalisation, notarised translation must be checked — seemingly small matters enough to get the dossier returned.
Weighing exit options. Deactivating the tax code for dissolution is a hard-to-reverse decision (a terminated organisation tax code may not be reused, except for effect restoration in cases prescribed by law in Article 17 of Circular 90/2026/TT-BTC). Before reaching this step, compare other options: dissolution, bankruptcy or transfer — because for many enterprises, project transfer or company sale is the less costly way out.

General principle: the tax step cannot be done sloppily. Every mistake here — missing returns, unfinalised invoices, hanging VAT — returns as waiting time. And waiting time for an undissolved legal entity means maintenance costs, with the representative’s legal responsibilities fully intact. The full FDI company dissolution process is at dissolving an FDI company.

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