An enterprise wants to dissolve but still has a labour case in court and several unsettled allowances — the dissolution file will stall, because dissolution’s first condition is paying every debt and obligation, with employee entitlements at the top of the priority queue.
Article 207 and labour’s priority in Article 208
Article 207 of the Enterprise Law 59/2020/QH14 permits dissolution only when the enterprise ensures payment of all debts and other property obligations. Article 208 ranks wages, severance, social insurance and employee entitlements immediately after dissolution costs, ahead of tax and trade debts. An unjudged labour dispute means an obligation whose amount is undetermined — on the file, that obligation is not yet ‘fully paid’, and the registry has grounds to refuse completing dissolution until the dispute is resolved or financially secured in its place.
Three ways to untie the knot without waiting years
First, mediate or settle the dispute with the employee in writing, computing allowances under Articles 46 and 47 of the Labour Code 45/2019/QH14 with a no-further-claims confirmation — fastest where sums are modest. Second, reserve the disputed value in a blocked account and write into the liquidation plan a payment mechanism following the final judgment, with the owner’s post-dissolution responsibility undertaking — accepted in some cases so an enterprise is not left ‘dead but unburied’. Third, transfer the obligation to a surviving entity (parent or buyer) by tripartite agreement with the employee — the duty does not vanish but lawfully leaves the dissolving enterprise.
Personal risk of the liquidation manager
A representative or liquidation manager who certifies ‘all debts paid’ while knowing a labour dispute hangs bears personal responsibility for the unpaid amount, and the dissolution can be challenged by the employee seeking to annul the completed dissolution registration. For the employee, a judgment won after strike-off can still be enforced against assets already distributed to owners up to the value received — which is why a wise owner never distributes all liquidation money before the last labour dispute closes.
Frequently Asked Questions
Can a small labour dispute block the whole dissolution?
In principle yes, because the dissolution condition does not distinguish large and small debts. In practice handling is proportional: small disputes are usually untied by a full-and-final settlement with a claims-closure confirmation. What must never be done is omitting it from the file — a concealed small dispute is more dangerous than a large, fully reserved one.
A dispute arises after the dissolution file was submitted — what then?
Notify the registry immediately and add the dispute to a supplementary liquidation plan; if a termination decision already exists, the file may have to pause to handle the new obligation. An employee suing within the statutory period is still heard against an enterprise not yet fully struck off; after strike-off, claims shift to the liquidation manager and owners up to value received.
How are allowances computed for disputing employees?
By the statutory formula of the matching termination case (job severance under Article 46 or redundancy under Article 47 of the Labour Code), on average salary and service time not covered by unemployment insurance. Disputes usually turn not on the formula but on its inputs — actual salary and seniority — so payroll records and social-insurance files are decisive evidence, to be preserved before the accounting team disperses.
This article has been quality-reviewed by the FLAW AI Legal Council