Company Dissolution Services in Vietnam

Voluntary Dissolution

Voluntary dissolution is when owners decide to close a company, settling debts, and dividing assets among themselves for their company’s best interest. Voluntary dissolution can occur in the following situations:

• When the specified operating period in the company’s charter expires, and the owners choose not to extend it further.
• When the owners decide to discontinue business operations due to the recognition of the company’s inefficiency.

Compulsory Dissolution

Compulsory dissolution is the termination of a business or company that is mandated or enforced by government authorities due to non-compliance with legal provisions or regulations. This occurs when:

• A business violates established laws, leading to the mandatory cessation of all its business activities
• A business fails to meet the minimum requirements for members or shareholders as stipulated by regulatory agencies and is unable to rectify the deficiency within a specified period

Completion of Operation Term

When the charter-specified operational duration ends without an extension decision.

Resolutions and Decisions

Dissolution can occur through resolutions by business owners, Members’ Council (for partnerships and LLCs), or Shareholders’ Meeting (for joint-stock companies).

Insufficient Membership

If the company doesn’t meet the minimum member count for six consecutive months and doesn’t transform its enterprise type as required by the law, dissolution becomes an option.

Revocation of Enterprise Registration

If the enterprise registration certificate is revoked, dissolution follows unless the Law on Tax Administration specifies otherwise.

STEP 1

Send the notice of dissolution of the enterprise to the Business Registration Office, with relevant documentation, within 7 days from the date of adoption of the resolution or decision on dissolution.

STEP 2

Within 1 working day from the date of receipt of the Notice, the Business Registration Office will post on the Portal, and change the legal status of the enterprise to the status of “In progress of dissolution procedures” and transfer information to Tax Authorities.

Enterprises hereby must carry out the procedures for completing tax obligations to the Tax Authorities.

STEP 3

Enterprises liquidate debts in the following order:

• Unpaid salaries, severance pay, social insurance, health insurance, unemployment insurance premiums and other benefits of employees under the collective bargaining agreement and concluded employment contracts
• Tax debts
• Other debts

Note: An enterprise may only be dissolved after all of its debts and liabilities are fully paid off and it is not involved in any dispute at local courts or arbitration. Therefore, this step can be done at the beginning, or, at any time, as long as its done before submitting the application for registration in Step 4.

STEP 4

Submit the application for business dissolution to the Business Registration Office, including:

• Notice of dissolution
• Report on liquidation of corporate assets, list of creditors and paid debts, etc.

Note: Before proceeding to Step 4, businesses must close related branches or offices at the local Business Registration Office. Simultaneously, return the seal and certificate to the police during dissolution if using their seal.

STEP 5

After receiving the Registration, they shall send information to the Tax Authorities and the tax authorities shall reply within 2 working days to confirm the fulfillment of the tax payment obligation.

In case The Business Registration Office does not receive a refusal from the Tax Authorities, they shall change the legal status of the enterprise to “Dissolved” and issue a notice of dissolution.