1. Cases in which a Business is Dissolved

A business shall be dissolved in the following cases:

- Upon the expiration of the operation term stated in the company’s charter without a decision on an extension;

- As per the resolution or decision of the business owner in the case of a sole proprietorship, the Members’ Council in the case of a partnership, the Members’ Council or the owner of the company in the case of a limited liability company, or the General Meeting of Shareholders in the case of a joint-stock company;

- The company fails to maintain the minimum number of members required by the Law on Enterprises for a continuous period of six (06) months, without proceeding with the necessary procedures for converting the business type;

- The company’s Business Registration Certificate is revoked, except where otherwise prescribed by the Law on Tax Administration.

2. Conditions for the Dissolution of a Business

A business may only be dissolved when it meets the following conditions:

- Ensuring the full settlement of all debts and other financial obligations;

- Not being involved in any ongoing dispute resolution at the Court or Arbitration.

The relevant managers and the business itself, in the case of revocation of the Business Registration Certificate, shall jointly bear responsibility for the business’s outstanding debts.

3. Procedures for Business Dissolution

3.1. Required Documents:

1. The decision to dissolve the company, signed by the owner.

2. A list of creditors and the amounts of debts settled, including payments for taxes and social insurance contributions.

3. A list of current employees and the resolved employee benefits (including the employee's full name, termination date of the employment contract, compensation levels, obligations under the employment contract, handling methods, and the deadline for handling each employee, whether resolved or not, and if not utilizing employees, this must also be disclosed in accordance with regulations).

4. A notice of the dissolution decision (Appendix III-13 of Circular 14/2010/TT-BKH, dated June 4, 2010, of the Ministry of Planning and Investment).

5. The original Investment Certificate or Investment License.

6. Three consecutive newspaper notices regarding the business dissolution published in an electronic or print newspaper.

Note: The newspapers must remain intact, without cutting or photocopying.

7. Confirmation from the police regarding the cancellation of the company seal.

8. Confirmation of the completion of the tax code deactivation procedure.

9. Confirmation that all other financial obligations to government authorities have been fulfilled.

Note: The business must submit accompanying documents from the Ho Chi Minh City Tax Department, the General Department of Customs, and the Social Insurance Office confirming that the business has no tax debts or outstanding social insurance contributions.

If the business has branches or representative offices, the dissolution documents for these branches or offices must also be submitted.

3.2. Steps Related to Business Dissolution

For direct registration or registration via postal services:

The business dissolution procedure, as specified in points (a), (b), and (c) of Clause 1, Article 207 of the Law on Enterprises, is carried out as follows:

Step 1: Notify the Business Registration Office of the dissolution

- Within seven (07) working days from the date of the resolution or decision on the dissolution, as provided in Clause 1, Article 208 of the Law on Enterprises, the business must submit a dissolution notice to the Business Registration Office where the business is headquartered.

- Within one (01) working day from the receipt of the dissolution notice, the Business Registration Office must upload the required documents listed in Clause 1, Article 70 of Decree No. 01/2021/ND-CP and notify the status of the dissolution procedure on the National Business Registration Portal, update the business's legal status in the national database to "dissolution in process," and send the dissolution notice to the Tax Authority. The business must complete tax obligations in accordance with the Law on Tax Administration.

Step 2: After settling all debts, the business submits the dissolution registration documents to the Business Registration Office

- Within five (05) working days from the settlement of all business debts, the business must submit the dissolution registration documents to the Business Registration Office at its registered headquarters.

- Before submitting the dissolution registration documents, the business must complete the termination procedures for any branches, representative offices, or business locations with the relevant Business Registration Office.

- After receiving the dissolution registration documents, the Business Registration Office sends the dissolution information to the Tax Authority. Within two (02) working days from the receipt of the information, the Tax Authority sends feedback on the business’s tax obligations to the Business Registration Office. If no objections are received from the Tax Authority, within five (05) working days from the receipt of the dissolution documents, the Business Registration Office updates the business’s status in the national database to "dissolved" and issues a notice of dissolution.

- After 180 days from the date the Business Registration Office receives the notice along with the resolution or decision of the dissolution, if no dissolution registration documents are received, the Business Registration Office will update the business's legal status to "dissolved" in the national database, send dissolution information to the Tax Authority, and issue a dissolution notice within three (03) working days after the deadline.

For registration via the electronic network with a public digital signature:

- The applicant fills out the information, uploads electronic documents, signs the registration form through the electronic network, and pays the required fees via the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

- After submitting the registration documents, the applicant will receive an electronic receipt of the business registration.

- If the documents meet the registration requirements, the Business Registration Office will issue the business registration and notify the business. If the documents do not meet the requirements, the Business Registration Office will notify the business via the electronic network to make necessary amendments.

For registration via the electronic network using a Business Registration Account:

- The applicant uses the Business Registration Account to enter the information, upload electronic documents, and sign the registration form via the electronic network, as well as pay the registration fees on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

If the procedure is authorized via the electronic network using a Business Registration Account, the authorization document must include the contact details of the person granting the authorization for verification of the registration submission.

- After completing the submission, the applicant will receive the electronic receipt of the registration documents.

- If the registration documents meet the necessary criteria, the Business Registration Office will issue the business registration and notify the business. If the documents are insufficient, the Business Registration Office will send an electronic notice to the business.

Prohibited Activities Upon the Issuance of a Dissolution Decision

According to Article 211 of the Law on Enterprises 2020:

- From the date of the dissolution decision, the business and its management are prohibited from carrying out the following activities:

+ Concealing or embezzling assets;

+ Waiving or reducing debt claims;

+ Converting unsecured debts into secured debts using the company’s assets;

+ Signing new contracts, except those related to the dissolution process;

+ Pledging, mortgaging, gifting, or leasing assets;

+ Terminating active contracts;

+ Raising capital in any form.

+ Depending on the nature and severity of the violation, individuals engaging in the activities mentioned above may be subject to administrative penalties or criminal prosecution. If damage occurs, compensation must be made.

Dissolution Fees

Businesses undergoing dissolution are exempt from dissolution fees.

Legal basis: Articles 207, 210 of the Law on Enterprises 2020; Appendix I issued with Decision 885/QD-BKHDT; Appendix II.23 issued with Circular 01/2021/TT-BKHDT.