Civil Code 2015 Civil law is the supreme legal document governing civil relations, in which regulations concerning property obligations and debt payments play a crucial role when businesses undergo dissolution or bankruptcy proceedings. Understanding these principles not only helps businesses complete their exit from the market legally but also protects the legitimate rights of creditors, employees, and other stakeholders. In the economic context of 2026, upholding civil law is the safest shield for business managers against legal risks related to assets.
The fundamental role of the 2015 Civil Code for businesses.
In the Vietnamese legal system, the 2015 Civil Code serves as the general law (foundational law), establishing core rules regarding the legal status and property liability of all business entities. Whether a business is operating or ceasing operations, all transactions, from buying and selling to borrowing and lending, are governed by this document.
The civil liability capacity of legal entities according to Article 87
Legal entities are liable for civil damages with their own assets. This establishes a clear boundary between the assets of the enterprise and the personal assets of its contributing members, except in special cases as stipulated by law. This is the principle of "limited liability," which reassures investors that they can contribute capital without worrying about having their personal assets seized for the company's debts, provided they comply with the regulations on capital contribution and management under the 2015 Civil Code.
The relationship between the 2015 Civil Code and the Bankruptcy Law and the Enterprise Law.
When a business ceases operations, the provisions on contracts, compensation for damages, and statutes of limitations for exemption from obligations in the 2015 Civil Code remain the legal basis for resolving arising debt disputes. While the Enterprise Law and the Bankruptcy Law regulate "procedures" and "sequence," the 2015 Civil Code provides the "content" to determine whether a debt is legal and the extent of compensation for damages when a contract is breached due to dissolution.
For entities that are still able to pay but wish to proactively cease operations, understanding the process is crucial. business dissolution This will help optimize time and ensure that property obligations are settled completely in accordance with current regulations.
Regulations on fulfilling financial obligations upon termination of a legal entity.
The financial obligations upon dissolution or bankruptcy encompass a total of tax debts, wage debts, debts to partners, and unfulfilled contractual commitments. Handling this enormous volume of obligations requires absolute transparency from the legal representative, based on the standards of the 2015 Civil Code.
Principles for settling debts and remaining assets according to Article 93
The assets of a dissolved legal entity are used to fulfill its financial obligations. After all debts and expenses have been paid, the remaining assets are distributed to the members or owners of the business. This means that owners only receive their capital or profits after the business is "debt-free" from all third parties, in accordance with the spirit of the 2015 Civil Code.
Responsibility for preserving business assets under the 2015 Civil Code
From the moment a dissolution or bankruptcy decision is made, the business manager is obligated to preserve assets and is prohibited from illegally disposing of or prioritizing payments to any particular creditor. Any act of asset disposal during this sensitive period is considered a violation of the 2015 Civil Code and may lead to the cancellation of completed transactions to recover assets for the liquidation team.
Order of priority for debt payment according to the 2015 Civil Code.
Article 94 of the 2015 Civil Code stipulates a strict roadmap for allocating the remaining financial resources of a business to pay relevant parties. Adherence to this order is mandatory to ensure social fairness and avoid protracted disputes.
Below is a detailed summary of debts that need to be liquidated according to legal regulations:
| Order | Priority payment recipients | Detailed content according to the 2015 Civil Code. |
|---|---|---|
| 1 | workers | Salary, severance pay, social insurance |
| 2 | State budget | Unpaid taxes, fees, and charges |
| 3 | Secured creditor | Debt secured by legally mortgaged or pledged assets. |
| 4 | Unsecured creditors | Loans and ordinary goods liabilities |
| 5 | Contributing members | The remaining value after all debts have been paid off. |
Note: According to the 2015 Civil Code, if the value of the assets is insufficient to pay off all debts in the same priority category, those debts will be paid proportionally to the actual amount owed.
In the event of default on debts when they become due, businesses need to take urgent steps. business bankruptcy In court, assets are divided fairly under the supervision of a receiver, avoiding violations of the principle of priority in civil proceedings.
Workers' rights are the top priority.
Wage debts, severance pay, social insurance, and other benefits under labor contracts are always given top priority. This reflects the humane nature of Vietnamese law, protecting the livelihoods of workers before considering the economic interests of creditors or the state.
Obligations to the state budget and tax debts.
Businesses must fulfill their financial obligations to the state. Delays in tax payments can lead to the suspension of their tax identification number and prevent the complete closure of the business. In fact, many businesses are "stuck" in the dissolution process simply because they have not completed their outstanding tax settlement obligations according to the 2015 Civil Code.
Paying off debts to creditors and business partners.
After fulfilling its obligations to employees and the state, the remaining assets will be used to pay secured and unsecured creditors in proportion to their respective debts. For secured debts, the creditor's priority is established based on the value of the asset itself, as stipulated in the 2015 Civil Code.
Handling void civil transactions and recovering assets.
One of the key aspects of the 2015 Civil Code is the ability to recover assets that have been illegally transferred before dissolution or bankruptcy, in order to prevent profiteering by business owners.
Fraudulent transactions aimed at concealing assets under Article 124.
Civil transactions established to evade obligations to third parties (creditors) will be declared invalid. Assets involved in these transactions must be returned and included in the liquidation inventory. For example, if a business on the verge of bankruptcy signs a contract to sell assets to a relative of the director at a "symbolic" price, that transaction could be declared invalid by the court under the 2015 Civil Code.
Joint liability of managers under the 2015 Civil Code
If managers are at fault for causing damage or failing to follow proper debt payment procedures, they may be held liable for damages under civil liability regulations. This includes the following specific cases:
- They will be jointly liable with their personal assets if they intentionally misreport the actual assets of the business.
- Compensation for damages to creditors if dissolution notice is not given within the legally required timeframe.
- Responsible for debts incurred due to signing contracts exceeding their authority during the period when the business is undergoing dissolution procedures.
Notes for businesses on handling debt in 2026
In the practical implementation of the law in 2026, businesses need to focus on transparency and coordination among parties to minimize legal risks. In particular, with the support of digital technology, current debt reconciliation requires absolute accuracy according to the standards of the 2015 Civil Code.
Periodic debt inventory and financial reconciliation process
Creating a clear and verified list of debts helps shorten the processing time at the business registration agency and the court. Legal experts recommend that businesses take the following steps:
- Close the accounting books at the exact time the decision to cease operations is made.
- Send written notices (with official seals) to all creditors requesting a reconciliation of outstanding debts based on the 2015 Civil Code.
- Publicly display the list of creditors and the order of priority for payment at the company's headquarters to ensure access to information.
Utilize independent legal and auditing services.
To ensure that the priority order for debt repayment is not misaligned, businesses should involve third parties to witness and verify the asset liquidation process. The presence of a lawyer not only helps businesses comply with the 2015 Civil Code but also serves as crucial evidence demonstrating the good faith of the management should disputes arise later.
Conclusion on the enforcement of corporate property liability.
Understanding and correctly applying the 2015 Civil Code regarding property obligations not only helps businesses dissolve smoothly but also builds a transparent business environment, protecting investors' confidence in the Vietnamese market. In all situations, honesty and respect for legal regulations on debt payment is the shortest and safest path for businesses to professionally fulfill their economic mission. The 2015 Civil Code will continue to be a guiding principle helping relevant parties find common ground in harmoniously resolving property rights.
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Content is moderated by: Mr. Le Hoang Tuyen – Founder & CEO of Man, CPA Vietnam Auditors With over 30 years of experience in accounting, auditing, and financial consulting...
