Distinguishing the 2 Tax Code Deactivation Channels: Interlinked and Direct — Which Channel Does an FDI Enterprise Take?

An FDI company in Binh Duong decided to dissolve. The accountant followed old guidance: prepared the Request for Tax Code Deactivation (form 24/DKT), carried it straight to the tax authority. The dossier was returned — the company “is interlinked, does not file here”. The accountant returned to the Business Registration Office to file, then sat waiting for the Tax Code Deactivation Notice (form 18/TB-DKT). Waiting endlessly, while the tax authority had issued a different document with a longer name that nobody read carefully.

The same task of “deactivating the tax code” is regulated into two completely different processing channels. Take the wrong channel, the dossier does not proceed. Take the right channel but wait for the wrong document, the enterprise waits for something that never comes. This article clearly distinguishes the two channels — interlinked and direct — who belongs to which, what notices each receives, and where the practical traps are.

(Terminology: “deactivating the tax code” is the common phrase. Legal texts use “terminating tax code validity”.)

Why two channels? The legal basis

The root of all distinctions lies in Article 10 of the Tax Administration Law 2025 (Law No. 108/2025/QH15, effective 01/7/2026, replacing the Tax Administration Law 2019). The tax registration scope — including “tax code deactivation” — is listed in clause 1, Article 10, while the mechanism splits in two:

• Clause 2, Article 10: enterprises, cooperatives, cooperative groups, dependent units, other organisations, business households… register tax together with business registration under the one-stop interlinked mechanism.
• Clause 3, Article 10: other cases not under clause 2 register tax directly with the tax authority.

In other words: from birth, an enterprise’s tax code is tied to one of the two mechanisms, and on “deactivation” it must follow that mechanism. The Ministry of Finance’s Circular 90/2026/TT-BTC (30/6/2026, effective 01/7/2026, replacing Circular 86/2024/TT-BTC) details the two channels in Articles 13, 14, 15 and 17.

Practical consequence: which channel decides where the enterprise files, which authority processes, and which notices the enterprise receives. The two channels have different notice sets — and this is where most misunderstandings arise.

Channel 1 — Interlinked: the FDI enterprise’s channel

When it applies

Most FDI enterprises — single-member LLCs owned by foreign investors, joint ventures — having registered business through the Business Registration Office fall under clause 2, Article 10 of the Tax Administration Law 2025, i.e. the interlinked channel. Tax code deactivation cases for this group are listed in clause 1, Article 13 of Circular 90/2026/TT-BTC: dissolution, bankruptcy; revocation of the Enterprise Registration Certificate; division, merger, consolidation; being notified of inactivity at the registered address.

The core point of the interlinked channel (clause 4, Article 13 of Circular 90/2026/TT-BTC): the enterprise registers dissolution at the business registration authority under business registration law; the business registration authority sends information to the tax authority to perform tax code deactivation procedures. The enterprise does not separately file a tax code deactivation request dossier to the tax authority at initiation. Filing form 24/DKT straight to the tax authority when interlinked — as in the opening scenario — is the wrong channel, and the dossier will be returned.

On the sequence with the tax step: the enterprise registers dissolution at the business registration authority after completing tax payment obligations (clause 2, Article 6 of Decree 252/2026/ND-CP). Obligations to complete include: invoice obligations; obligations to file tax returns, pay tax and handle overpaid amounts, uncredited VAT (including dependent units’, business locations’ obligations and obligations under substitute tax codes) — per Article 14 of Circular 90/2026/TT-BTC referencing point d.1, clause 1, Article 7 of Decree 252/2026/ND-CP; and if there are dependent units, all dependent units must finish first (point d.2, clause 1, Article 7).

The notices the enterprise will receive — and what each means

In the interlinked channel, the tax authority issues two main notices. Correctly understanding each helps the enterprise know where it stands in the process:

1. Notice 17/TB-DKT — “ceased operations and processing tax code deactivation”

This is the start signal. The tax authority issues it within 02 working days (point a, clause 1, Article 15, referenced at point a.1, clause 3, Article 15). In the notice, the tax authority determines whether the dossier is subject to on-site inspection and the expected inspection time. Simultaneously, the tax code status is updated to “taxpayer ceased operations but has not completed tax code deactivation procedures” (clause 7, Article 15). Receiving 17 means: the tax authority has received the dissolution information through the interlinked channel and officially put the enterprise into processing — but tax obligations remain fully, nothing confirmed yet.

2. Notice 28/TB-DKT — “completed tax obligations for filing the dissolution/operation termination dossier to the business registration authority”

This is the tax-step-done signal — the “ticket” onward. The tax authority issues it within 03 working days of the taxpayer completing tax obligations (item a.5, point a, clause 1, Article 15, applied through point a, clause 3, Article 15). When the Business Registration Office confirms dissolution, the tax registration application system automatically updates the tax code to “taxpayer ceased operations and has completed tax code deactivation procedures” the same day — if the enterprise has completed tax obligations (point b, clause 3, Article 15).

Two auxiliary notices may appear — and if seen, read carefully as they are warning signals:

3. Notice 29/TB-DKT — “requesting the taxpayer to file the tax code deactivation dossier”: appears when something is off — e.g. branches have not filed with the directly-managing tax authority under clause 5, Article 13 (point d.2.1, clause 3, Article 15), or licence revocation cases (clause 4, Article 15). Receiving 29 means the dossier is missing a step — handle immediately instead of waiting.

4. Notice 35/TB-DKT — sent to managing and dependent units: issued when the tax authority receives the managing unit’s dossier but dependent units have not performed procedures (point a.1, clause 1, Article 15). For FDI enterprises with branches in multiple provinces, this signals progress misalignment between the parent and branches.

Additionally, point e, clause 3, Article 15 provides: over 180 days from the tax authority’s receipt of the dissolution decision information without receiving dissolution/operation termination transactions from the business registration authority, the tax authority will send a document requesting the business registration authority to update the legal status to “dissolved” as the basis for deactivating the tax code on the system. Tax done but no dissolution dossier filed, past 180 days, the tax authority will actively push — and the enterprise loses control of the pace.

Channel 2 — Direct at the tax authority

When it applies

The direct channel is for taxpayers registering tax directly with the tax authority under clause 3, Article 10 of the Tax Administration Law 2025. Circular 90/2026/TT-BTC prescribes three main groups in Article 13:

• Clause 7, Article 13 — organisations registering tax directly: economic organisations and other organisations not registering business through the business registration authority; foreign contractors and sub-contractors on contract conclusion; operators and petroleum joint ventures on contract conclusion/transfer; foreign suppliers ceasing operations in Vietnam… Dossiers include the request document on form 24/DKT with accompanying papers per case (e.g. a copy of contract liquidation for foreign contractors).
• Clause 5, Article 13 — dependent units of enterprises: branches, representative offices before filing operation termination dossiers at the business registration authority must file dossiers to the directly-managing tax authority to complete tax obligations (10 working days from the enterprise’s decision/notice date, if relevant law does not set a deadline). Dossiers include form 24/DKT and a copy of the enterprise’s decision/notice.
• Clause 6, Article 13 — enterprises notified of inactivity at the registered address: before filing the dissolution dossier at the business registration authority must come to the directly-managing tax authority to file dossiers and complete tax obligations (form 24/DKT + copy of dissolution resolution/decision or revocation decision).

For FDI enterprises, clauses 5 and 6 are the two most practically-encountered cases in the direct channel: the parent company goes interlinked, but the parent’s branches must still self-file at the tax authority where the branch is located; and enterprises “abandoned” to the point of inactivity notification must go through the tax authority first when dissolving.

Notice 18/TB-DKT — its correct scope

For taxpayers at clause 7, Article 13, after issuing 17/TB-DKT (02 working days), the tax authority coordinates to determine tax obligations, then issues the Notice that the taxpayer has deactivated the tax code — form 18/TB-DKT within 03 working days of the taxpayer completing tax obligations (point a.5, clause 1, Article 15). From the issuance date of 18/TB-DKT, the tax code status is updated to “taxpayer ceased operations and has completed tax code deactivation procedures” (clause 7, Article 15). This is the end signal of the direct channel.

Important warning: Notice 18/TB-DKT is never issued to enterprises in the interlinked channel. In the interlinked channel and in cases under clause 5, Article 13, the provision on issuing 18 is replaced by Notice 28/TB-DKT (clause 2 and points a.1, c.1, clause 3, Article 15). This is a common and very time-costly misunderstanding: FDI enterprises dissolving through the interlinked channel keep waiting for 18/TB-DKT, while the document they need to wait for is 28/TB-DKT. Waiting for 18 is waiting for something that never comes.

Comparison table of the 2 channels

5 mistakes getting tax code deactivation dossiers returned or stuck

1. Filing form 24/DKT when interlinked. FDI enterprises dissolving carry tax code deactivation request dossiers straight to the tax authority — and get them returned, because under clause 4, Article 13 of Circular 90/2026/TT-BTC, the interlinked channel starts with the dissolution dossier at the Business Registration Office, not with form 24/DKT at the tax authority. Do it right: send the dissolution resolution/decision to the Business Registration Office within 07 working days of adoption (Article 208 of the Enterprise Law 2020), letting information flow interlinked.

2. Waiting for Notice 18/TB-DKT while interlinked. Clause 7, Article 13 of Circular 90/2026/TT-BTC covers tax code deactivation dossiers for directly-registering organisations; Notice 18/TB-DKT is issued to taxpayers at points a, b, clause 7, Article 13 (within 03 working days of completing tax obligations — item a.5, point a, clause 1, Article 15) and to business households (Article 29). Cases of death, missing persons or loss of civil act capacity (point a, clause 2, Article 27, handled at clause 3, Article 29) are not issued 18/TB-DKT. Practical conclusion: FDI enterprises dissolving through the interlinked channel only receive 28/TB-DKT (point a, clause 3, Article 15: 18 is replaced by 28). Sitting waiting for 18 wastes time, while the next step — filing the dissolution dossier at the Business Registration Office within 05 working days of paying all debts (clause 7, Article 208 of the Enterprise Law 2020) — still waits.

3. Forgetting branches must go first and separately. The parent company in HCMC goes interlinked smoothly, but the branch in another province has not filed the tax code deactivation dossier at the tax authority where the branch is located (clause 5, Article 13; point d.2, clause 1, Article 7 of Decree 252/2026/ND-CP). Result: the tax authority issues Notice 35/TB-DKT, the parent’s dossier is held. Do it right: coordinate in parallel from the start — branches first, parent after.

4. Applying the 10-working-day milestone to all cases. The 10-working-day milestone at point h, clause 3, Article 6 of Decree 252/2026/ND-CP is the deadline for filing the tax code deactivation dossier and applies only to directly-registering taxpayers. Interlinked FDI enterprises are not bound by this milestone — but tax obligations must be completed before registering dissolution at the business registration authority (clause 2, Article 6), and after 180 days from the tax authority’s receipt of dissolution decision information without dissolution transactions, the tax authority will proactively request status update (point e, clause 3, Article 15). Also distinguish: the tax code validity restoration regime is separately prescribed in Articles 17–18 of Circular 90/2026/TT-BTC (form 25/DKT) — do not apply the deactivation dossier’s 10-day milestone to restoration procedures.

5. Receiving Notice 28/TB-DKT… then dropping off. The most expensive mistake. The enterprise receives 28, thinks “tax done is done”, does not file the dissolution dossier at the Business Registration Office. The legal entity still exists, the legal representative’s liability remains fully, and periodic obligations may still arise (per Official Letter 6938/CT-QLNT dated 18/9/2026 of the Tax Department, enterprises processing tax code deactivation must still complete tax return filing and tax payment obligations — note the business licence fee ended 01/01/2026 under clause 7, Article 10 of Resolution 198/2025/QH15 and Decree 362/2025/ND-CP, so only business licence fee debts incurred through 2025 need handling if any). 28/TB-DKT is the “ticket” onward, not the completion certificate.

When to have a lawyer alongside

Distinguishing the two channels sounds like just a procedural matter, but for FDI enterprises, one wrong step here often triggers chain consequences. Some situations warrant a lawyer from early on:

• Companies with branches and business locations in multiple provinces. Each place its own tax authority, its own pace; the “dependent units first, managing unit after” rule requires tight coordination. One place out of sync, the whole dossier stands still.
• Enterprises once notified of inactivity at the registered address. Falling under clause 6, Article 13 — must go through the tax authority before the Business Registration Office, with separate dossiers and obligations; also the group most prone to tax imposition when books have gaps.
• Foreign contractors concluding contracts. In the direct channel (clause 7, Article 13) with special dossiers — contract liquidation, confirmation of completed tax obligations in Vietnam — and most confused about which channel they belong to.
• Weighing dissolution against other options. Deactivating the tax code is a hard-to-reverse decision: an organisation’s deactivated tax code may not be reused, except when restored (point b, clause 3, Article 13 of Circular 90/2026/TT-BTC). Before reaching this step, compare options: FDI exit: bankruptcy, dissolution or transfer.

The full FDI company dissolution process — of which the tax step is one link — see dissolving the FDI company. For the detailed finalisation analysis before deactivating the tax code see deactivating the tax code on FDI company dissolution.

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