Most dissolution files do not stall at the business registry — they stall at the tax authority, at the step confirming tax obligations are complete. A proper self-review before filing is the only way to shorten that step, because it converts issues from ‘found during inspection’ into ‘fixed in advance’.
1. Current legal basis
Under the Law on Tax Administration 108/2025/QH15 — replacing Law 38/2019/QH14 from 1 July 2026 — a dissolving enterprise must complete its tax obligations before the tax code is closed, and the tax authority will inspect and reconcile filings for all unfinalised periods of operation. In the dissolution sequence of the Law on Enterprises 2020 (Articles 207 and 208), taxes and state-budget payables rank high in the payment order, and the dissolution file closes only once tax is settled. The practical review scope covers: corporate income tax, withheld personal income tax of employees, foreign contractor tax, outstanding invoices, related-party transactions and transfer-pricing files under Decree 255/2026/ND-CP (replacing Decree 132/2020/ND-CP), social insurance and — for companies that traded goods across borders — customs obligations.
2. How this applies in practice
Three bottlenecks recur in almost every delayed dissolution: costs with insufficient documents in unfinalised years, especially fees to foreign related parties lacking proof of real services; gaps between declared revenue and revenue visible through banks or customs; and issued invoices not yet declared or declared in the wrong period. A self-review must run these three reconciliations from source data, not from accounting’s summary tables — because the tax authority confirms from independent sources too.
One timing principle matters: filing for dissolution does not freeze the tax authority’s right to inspect unfinalised periods. A self-review cannot remove inspection, but it turns inspection into a quick confirmation exercise when every difference already has its explanation and documents ready in the file.
3. Steps to take
1. Inventory all unfinalised tax periods: CIT and annual finalisation, withheld PIT, foreign contractor tax, licence fees; list filed returns against payment records.
2. Run the three key reconciliations: major costs and related-party costs against source documents; declared revenue against bank and customs data; issued invoices against declarations.
3. Fix findings before filing: supplementary declarations, underpayments with late-payment interest, proper cancellation of unused invoices, completion of missing related-party files.
4. Reconcile social insurance and customs balances (where import-export activity existed); file for dissolution only once tax, insurance and customs fronts are all clean.
4. Risks and post-checks
The biggest risk is filing for dissolution with an unknown difference outstanding: the file hangs at the tax-confirmation step for months while the company must keep its accounting, digital signature, accounts and legal representative alive to answer queries — the carrying cost of that limbo usually dwarfs the cost of reviewing first.
This article has been quality-reviewed by the FLAW AI Legal Council
