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From July 23, 2026, Decree No. 296/2026/ND-CP The Decree 168/2025/ND-CP takes effect, amending and supplementing a series of regulations on business registration. In particular, business suspension procedures There are two changes that directly impact thousands of businesses that are "hibernating" while waiting for the market to recover:
- Each time a temporary suspension is announced It must not exceed 12 months.;
- The total consecutive suspension period must not exceed 24 months.
In other words, the door to "indefinite suspension" has closed. Businesses now have a maximum of two years to decide: resume operations, sell, or close down permanently.
This article provides detailed guidance on the procedures, required documents, deadlines, and obligations arising during the temporary suspension period, according to the latest regulations.
What does "temporarily suspending business operations" mean, and how is it different from dissolution?
Temporarily suspending business operations is a measure taken by businesses. temporarily suspended operations within a defined period of time, but still retains its legal status, business registration number, tax identification number, and all legal documents. After the announced period, the business can resume normal operations without having to go through the new establishment procedure.
This is a fundamental difference compared to dissolution – the procedure for permanently terminating the existence of a business, deleting its tax identification number, and revoking its business registration certificate. You can refer to the following article for more information. What does it mean to temporarily suspend business operations? to understand the legal nature of this form.
| Criteria | Temporarily suspending business operations. | Business dissolution |
| Legal personality | It still exists. | End |
| Tax identification number | Paused, not closed. | Expired |
| Execution time | 1 workday | 30–60 days or more |
| The possibility of returning | Yes, automatically after the deadline. | No, a new one must be established. |
| Time limit | Maximum of 24 consecutive months | Not applicable |
Two important changes from Decree 296/2026/ND-CP
Ceiling every 12 months and for 24 consecutive months
Clause 1, Article 11 Decree 296/2026/ND-CP Amend Clause 1 of Article 60 of Decree 168/2025/ND-CP, clearly stipulating:
“"The duration of each suspension notice must not exceed 12 months. The total consecutive period of business suspension must not exceed 24 months."”
Previously, businesses could extend their temporary suspension multiple times consecutively without any legal limit on the total duration. Now, after 24 consecutive months, businesses can... Cannot register for further suspension – must either resume operations or switch to an alternative plan.
Transitional provisions for businesses that were suspended before July 23, 2026.
This is the most easily overlooked part. Decree 296/2026/ND-CP addresses two situations:
- Case A – the total consecutive suspension period up to the end of the most recent notification period does not exceed 24 months: Businesses Registration for temporary suspension can be continued., but the total consecutive downtime must be ensured – including time slots registered before July 23, 2026 – not exceeding 24 months.
- Case B – the total consecutive suspension period has exceeded 24 months: Businesses Registration for temporary suspension cannot be continued. after the most recent announced deadline has passed.
This means that a business that has been suspended since 2024 will no longer have the opportunity to renew its license. Planning needs to begin now.
Notification deadline and receiving agency
Application deadline: latest 3 working days before the date of temporary suspension of business (or before the date of resuming business before the announced deadline).
Submission location: Business registration authority provincial level The place where a business, branch, representative office, or business location is headquartered.
Processing time: 1 working day from the date of receipt of a valid application.
Note regarding the 3-day deadline: this is a significant reduction compared to the old regulation (15 working days) in the spirit of reform. Decree 168/2025/ND-CP. In return, businesses no longer have much room for hasty preparation – they need to finalize internal resolutions early.
This procedure applies generally to businesses, branches, business locations (temporarily suspending business operations), and representative offices (temporarily suspending operations).
Notification of temporary business suspension
According to Clause 2, Article 60 of Decree 168/2025/ND-CP, as amended by Clause 2, Article 11 of Decree 296/2026/ND-CP, the dossier includes:
- Notice of temporary business suspension / temporary cessation of operations, which must include Phone number and email address of the legal representative of the business.
- A copy or original of the resolution or decision regarding the temporary suspension of business operations., corresponding to each type:
| Type of business | The entity issuing the resolution/decision |
| One-member limited liability company | Company owner |
| Limited Liability Company with two or more members | Board of Members |
| Partnership company | Board of Members |
| Joint Stock Company | Board of Directors |
The requirement to provide contact information for the legal representative is a new feature – the business registration authority uses this channel to contact the business directly during periods when it is inactive. The fundamental regulations on business registration are analyzed in detail in this article. Decree 168/2025/ND-CP and its new points.
Business obligations during a period of suspension.
Temporarily suspending business operations. This does not mean complete exemption from all obligations.. This is the most common and costly misunderstanding.
Tax obligations
Businesses that temporarily cease operations for the entire calendar year or fiscal year are not required to file tax returns for that period. However, if the business temporarily ceases operations... not the entire tax period, Businesses are still required to file tax returns for the period during which they were operating. For details on coordinating with tax and social security authorities, please see the instructions. Notify the tax authorities and social insurance agency..
The amounts Tax debts incurred before the suspension of payments must still be paid. and will continue to be charged late payment penalties as per regulations.
Obligations to employees and social insurance
Businesses must fully pay all outstanding wages, allowances, and social insurance, health insurance, and unemployment insurance obligations to their employees; and definitively resolve any labor relations (agreement to temporarily suspend or terminate the contract) before suspending operations.
Obligations to creditors and partners
The signed contracts remain in effect. The business must continue to pay debts and fulfill its contractual obligations to customers and employees – unless otherwise agreed with creditors, customers, and employees.
Obligation to update business registration
During the suspension period, if there are any changes to the business registration details (headquarter address, legal representative, charter capital, etc.), the business will be held liable. You still need to register or notify of the change. as per regulations.
Temporarily suspended at the request of government authorities.
Article 12 of Decree 296/2026/ND-CP supplements Article 61 of Decree 168/2025/ND-CP, stipulating the cases in which enterprises are subject to forced to temporarily suspend – This is completely different from voluntary suspension.
- Situation 1 – Operating a business in a conditional industry but failing to meet the requirements.
In 3 working days Upon receiving the document from the competent state agency, the provincial business registration agency shall issue a notice requiring the enterprise to temporarily suspend or cease business in that sector or profession. If the enterprise fails to comply, the business registration agency shall require the enterprise to report in accordance with point c, clause 1, Article 216 of the 2020 Enterprise Law.
This regulation applies to both Conditional investment and business sectors and Sectors and occupations subject to conditional market access for foreign investors..
- Situation 2 – Being required to temporarily suspend, halt, or terminate business operations according to specialized laws.
In 3 working days, The provincial business registration authority updates the information in the National Business Registration Database and publishes it on the National Business Registration Portal.
Practical consequences: information about the suspension is made public, directly affecting the company's creditworthiness and its ability to participate in bidding processes.
Three situations where alternative options should be considered instead of suspending the process.
Firstly, the business has been temporarily suspended for almost 24 months. There is no room for extension. One should consider three options early on: resuming operations, transferring capital to a new investor, or proactive dissolution.
Secondly, the company has significant tax debts and lacks cash flow. Temporarily suspending the late payment penalty clock is not a viable solution. Extending this period to 24 months could significantly increase the debt. In such cases, immediate assessment of liquidation or debt restructuring options is necessary.
Thirdly, the company no longer intends to return to the market. Suspension only postpones costs, it doesn't eliminate obligations. If you've decided to withdraw, early dissolution is much cheaper and safer than letting the business "hang up" and then facing forced liquidation.
If a business decides to resume operations before the announced deadline, the procedures and considerations are outlined in this article. Resuming operations after a temporary suspension..
Conclude
With the 24-month ceiling recently established, calculating the timing and duration of each suspension becomes a strategic issue rather than a mere administrative procedure. Registering at the wrong time could cause businesses to lose the right to renew when they truly need it.
MAN – Master Accountant Network, with over 30 years of experience, provides support to:
- Review the suspension history and accurately determine the remaining time within the 24-month limit;
- Draft resolutions, decisions, and notices using the correct format as prescribed in Decree 296/2026/ND-CP;
- Submit your application and track the results at the provincial business registration authority.;
- Ensure that tax obligations, social insurance contributions, and labor relations are handled in a coordinated manner before temporary suspension;
- Advise on alternative options (transfer, restructuring, dissolution) when temporary suspension is no longer feasible.
Frequently Asked Questions about Business Suspension
What is the maximum duration for a temporary business suspension?
Each notification period shall not exceed 12 months, and the total consecutive suspension period shall not exceed 24 months, effective from July 23, 2026.
How many days in advance do I need to submit my application?
At least 3 working days before the date of business suspension. The business registration authority will process the application within 1 working day.
Can a business that has been suspended for three consecutive years have its license extended?
No. If the total consecutive suspension period up to the end of the most recent announced period has exceeded 24 months, the business is not allowed to register for further suspension.
Do I need to file tax returns if I temporarily suspend business operations?
If you suspend operations for the entire calendar year or fiscal year, you do not need to file a tax return for that period. If the suspension is not for the entire period, you must still file a tax return for the time you were operating.
Do branches and representative offices need to follow separate procedures?
Yes. Businesses must submit notification documents to the provincial business registration authority where the branch, representative office, or business location is situated, within a period of 3 working days.
Is it possible to sign a new contract during the suspension period?
Businesses that have announced a temporary suspension of operations must cease all business activities. Previously signed contracts must still be fulfilled, unless otherwise agreed with the partner. Signing new contracts during the suspension period constitutes a violation and may result in penalties.
What happens if I forget to notify you and stop operating without notice?
Businesses that cease operations without notification or with insufficient notification time will be subject to administrative penalties and risk having their business registration certificate revoked if the cessation of operations is prolonged. Detailed procedural instructions can be found at [link/website]. Law Library.
