Business dissolution is the process of terminating the existence of a business entity, involving many complex legal procedures related to taxes. One of the most pressing concerns for business owners today is whether a dissolved company is eligible for a VAT refund, especially with the regulations in Decree 181/2025/ND-CP coming into effect on July 1, 2025. This article will provide detailed answers regarding the conditions, cases eligible for refunds, and the latest implementation procedures for 2026.
Can a dissolved company get a VAT refund?
According to Article 32 of Decree 181/2025/ND-CP, when a business is completely dissolved, it is entitled to a refund of Value Added Tax (VAT) if there is any overpaid tax or uncredited input tax. This is a humane mechanism of tax law aimed at supporting businesses in recovering financial resources when ceasing operations.
This right is concretized through the following principles:
- Businesses that pay taxes using the deduction method are entitled to a refund of any uncredited input VAT at the time of ceasing operations.
- The right to a tax refund remains guaranteed regardless of the reason for the business's dissolution, provided the business complies with the proper legal procedures.
- Tax refunds provide businesses with additional funds to settle final financial obligations such as employee salaries and debts to partners before closing their tax registration.
Conditions for a dissolved business to receive a tax refund
Not all businesses automatically receive a tax refund upon closure. To have their dissolution tax refund application approved by the tax authorities after July 1, 2025, businesses must simultaneously meet stringent standards regarding management and accounting records. The question of whether a dissolved company is eligible for a VAT refund will then depend on whether you have adequately prepared the following foundations.
The mandatory requirements that businesses need to prepare include:
- Tax payment method: Businesses must be applying the VAT payment method using the deduction method. Units paying VAT using the direct method will not be eligible for input tax refund.
- Legality of records: Businesses need to prove their legal existence through business licenses, seals, and especially a properly maintained accounting system, with valid invoices and documents proving input tax.
- Tax settlement: Businesses are required to settle their taxes with the tax authority directly managing them to accurately determine the actual amount of tax refunded after offsetting any outstanding obligations.
- Fulfilling financial obligations: Businesses need to ensure they have paid all other taxes such as corporate income tax, business license tax, and other fees and charges as required by law up to the time of dissolution.
Cases eligible for VAT refund upon dissolution.
Depending on the specific circumstances of each entity, Decree 181/2025/ND-CP clearly categorizes the groups of entities eligible for budget reimbursement. To help you easily determine whether a dissolved company is eligible for VAT refund, I have compiled the most common groups in the table below.
| specific target | Content of tax refund benefits |
|---|---|
| The business is operating normally. | Entitled to a refund of any excess VAT paid during the production and business process. |
| Businesses undergoing dissolution or bankruptcy | The remaining input VAT from the purchase of goods and services that has not been fully deducted is eligible for a refund. |
| Branch of a dissolved business | Any uncredited tax amount is transferred to the parent company for inheritance of rights or tax refund. |
| Cooperative group implementing transformation | The new cooperative or cooperative union inherits the tax revenue of the old cooperative. |
Note that in the case of branch dissolution, any overpaid taxes are usually prioritized for offsetting against the head office's tax liability before considering a cash refund. Understanding these categories will help you accurately answer the question of whether a dissolved company is eligible for a VAT refund based on its business model.
Procedures for VAT refund when a business is dissolved.
Tax refunds don't happen automatically as soon as you file for dissolution. This is a process that requires close coordination between the company's accountants and the tax authority's inspection team to verify each cash flow. If you're wondering how the process works for a dissolved company to receive a VAT refund, please follow these steps.
The most accurate sequence of steps includes:
- Step 1: The business submits a dissolution notice to the Department of Planning and Investment and simultaneously submits tax settlement documents to the directly managing tax authority. You can refer to the details below. business dissolution procedures To understand the parallel legal steps involved.
- Step 2: The tax authorities will issue a decision to conduct a tax audit at the company's headquarters. During the audit, the team will verify the legality of the input invoices and the amount of tax requested for refund.
- Step 3: After receiving the inspection report confirming that the tax amount is eligible for refund, the enterprise prepares a tax refund application dossier according to the form prescribed in Decree 181/2025/ND-CP.
- Step 4: Within the stipulated timeframe, the tax authority will issue a tax refund decision and an order to refund the state budget revenue through the enterprise's bank account.
Handling uncredited VAT amounts upon dissolution.
In practice, business owners don't always choose the option of cash tax refunds, as the tax audit process during dissolution is usually very thorough. Many business owners still wonder if their dissolved company is eligible for a VAT refund when they want to close their tax registration quickly.
Depending on the strategic objectives, this tax revenue can be handled in the following ways:
- Cash tax refund: This is the optimal option when the remaining tax amount is large, the business is confident in its accounting system, and has enough time to wait for the government's post-audit process.
- Transferring tax obligations to the successor entity: For dissolved branches, any uncredited taxes will be transferred to the parent company. This helps the parent company reduce its future tax liabilities.
- Commitment to waive tax refunds: In reality, many businesses choose to sign a commitment to waive their right to tax refunds in order to shorten the audit time. This helps to expedite the tax registration closure process, allowing you to quickly resolve all legal obligations.
Frequently Asked Questions about Tax Refunds Upon Dissolution
To help you thoroughly address your concerns about whether a dissolved company is eligible for a VAT refund, I will answer some frequently asked questions from accountants based on the latest search trends. If you need direct support for your specific case, please feel free to contact me. contact Contact tax consultants for prompt guidance.
Key issues include:
- Can individuals who purchase goods receive a VAT refund? The answer is no. The VAT refund policy upon dissolution or cessation of operations only applies to organizations and businesses that pay taxes using the deduction method.
- Does filing for dissolution automatically guarantee a tax refund? Absolutely not. The tax refund only actually takes place after the tax authorities complete their on-site inspection and issue an official decision.
- Can businesses that pay taxes using the direct method get a refund? These entities are not eligible for a refund of uncredited input VAT, but if they overpay taxes to the government, they still have the right to request a refund of that overpayment.
Conclude
Whether a dissolved company is eligible for a VAT refund largely depends on the transparency of its documentation system and the tax calculation method it registered. With the introduction of Decree 181/2025/ND-CP, taxpayers' rights are more clearly protected than ever before. However, to ensure a smooth process, businesses should conduct periodic bookkeeping reviews and proactively settle all tax obligations as early as possible to maximize their benefits upon ceasing operations.
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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...
Legal basis cited
- Articles 30 and 32 Decree 181/2025/ND-CP The government's regulations will take effect from July 1, 2025.
- Law on Tax Administration No. 38/2019/QH14 Approved by the National Assembly.
