A wholly Singapore owned software company in District 1 stopped trading in November 2025, returned its office and released all staff, yet when it filed for dissolution in April 2026 the tax authority sent the file back for missing financial statements covering 1 January 2026 to the dissolution decision date. Management was stunned because the company had earned no revenue at all during those 4 months and assumed there was nothing to report. That assumption fails at the decisive point: the final accounting period still exists even when revenue is zero, and the final financial statements are the mandatory piece that unlocks tax finalisation and distribution of what remains.
The final accounting period under Accounting Law 88/2015 when an enterprise ceases operations
Accounting Law 2015 No. 88/2015/QH13 requires an accounting unit to prepare financial statements at the end of the annual accounting period and in special events such as division, separation, merger, dissolution or cessation of operations. For a dissolving enterprise the final accounting period does not wait until 31 December but runs from the first day of the unfinished accounting year, or from the start of the most recent reporting period, to the date the dissolution decision takes effect. Statements for that shortened period still comprise the full balance sheet, income statement, cash flow statement and notes, presenting truthfully the assets, liabilities and remaining capital at the closing date.
The role of final financial statements reaches far beyond an accounting formality, because they supply the figures for the two legal procedures that follow: corporate income tax finalisation for the closing period and determination of the net assets distributable to owners after debts are paid. The tax authority reconciles revenue, expenses and accumulated losses on these statements against the finalisation return, while the liquidator relies on residual asset values on the balance sheet to draft the distribution plan.
Fixing the reporting period and preparing final statements for the District 1 company
Step 1 – Fix the dissolution decision effective date as the period cut off: the Singapore company treats its owner dissolution decision dated 10 April 2026 as the end of the final accounting period, and that period starts on 1 January 2026 because the 2025 annual statements were already prepared, filed and audited.
Step 2 – Close the books and reconcile every account to the cut off date: accounting reviews receivables, payables, depreciated fixed assets, the VND 180 million office deposit and bank balances, making sure every document arising before 10 April 2026 is recorded, including the accounting service invoice for the liquidation period itself.
Step 3 – Prepare the statement set for the shortened 1 January to 10 April period: even with zero revenue the income statement records VND 96 million of liquidation expenses covering audit fees, dissolution services and severance for the last 2 employees, while the balance sheet shows remaining assets of VND 1.42 billion held mainly as bank deposits and the deposit about to be refunded.
Step 4 – File the statements with the final period tax finalisation file: the enterprise submits the final financial statements to the tax authority together with the corporate income tax finalisation return and the tax code termination file, sends one set to the statistics authority and keeps one set inside the company dissolution record.
Step 5 – Use the statements as the basis for distributing remaining assets: after the tax authority confirms no tax debt remains, the liquidator relies on net assets of VND 1.33 billion after further costs to remit funds to the Singapore shareholder through the capital account, and the distribution minute cites the final statement figures directly.
The Singapore software company closing file: zero revenue yet still reportable
Across the shortened 100 day period at the start of 2026 the District 1 software company signed no new contract but still recorded 9 liquidation expense entries and one office deposit refund received after the cut off date that was disclosed separately in the notes. Its final financial statements showed a closing period loss of VND 96 million added to accumulated losses of VND 2.8 billion, so the tax finalisation file produced no additional corporate income tax payable. The tax authority inspected for 18 days and issued the tax duty fulfilment notice because the statement figures reconciled completely with the bank statements and detailed ledgers filed alongside.
A contrasting case is a Malaysian owned language centre in Binh Thanh that dissolved in 2025 while skipping closing period statements and filing only the prior year set.
Consequences of missing final statements and the accompanying audit question
Failing to prepare final financial statements means the tax code termination file cannot be accepted, the enterprise is still treated as active for filing duties and keeps accruing late filing penalties for subsequent periods. Internally, the absence of closing statements removes the legal basis for distributing remaining assets, and a liquidator who distributes on estimates can face complaints from creditors or shareholders. In addition, accumulated losses and residual assets never formally established at the dissolution date will cause arguments when the investor tries to prove an investment loss in its home jurisdiction for group global tax finalisation purposes.
On audit, a foreign invested enterprise falls inside the mandatory annual audit population, and in practice the tax authority often expects the closing period statements of an FDI enterprise to be audited as well so the finalisation inspection can be shortened.
The action message for every dissolution file is to fix the cut off date the moment the dissolution decision is signed, instruct accounting to close the books to exactly that date and schedule the closing period audit in parallel with the tax file, instead of waiting for the tax authority to return the file before anyone starts recounting the numbers.
This article has been quality-reviewed by the FLAW AI Legal Council