Chapter VI Decree 168/2025/ND-CP This article provides detailed regulations on the procedures for registering the dissolution of a business according to Article 64 (voluntary dissolution) and Article 65 (compulsory dissolution), based on Article 207 of the Enterprise Law. Instructions for dissolving a business Complete information regarding procedures, required documents, tax obligations, and legal deadlines to be followed.
Overview of regulations on business dissolution registration under Decree 168/2025/ND-CP
Chapter VI of Decree 168/2025/ND-CP stipulates the procedures for updating the legal status and registering the dissolution of enterprises on the National Database of Enterprise Registration. The document clearly distinguishes between voluntary dissolution in Article 64 and compulsory dissolution in Article 65, based on Article 207 of the Enterprise Law, to create a consistent legal framework for management agencies and legal representatives.
What does Decree 168/2025/ND-CP regulate?
Chapter VI of Decree 168/2025/ND-CP regulates the entire process and procedures for registering the dissolution of enterprises and updating their legal status in the National Database on Enterprise Registration. The regulations fully cover all steps, from receiving the dissolution notice and updating the status of ongoing dissolution procedures to handling dependent units and finally completing the legal termination of the organization's existence.
Scope of application of Articles 64 and 65
The subjects to whom this applies are divided into two distinct groups based on the grounds for dissolution:
- Article 64: This applies to cases of voluntary dissolution or dissolution due to the expiration of the operating period stated in the Charter without a decision to extend it, as stipulated in points a, b, and c of Clause 1, Article 207 of the Enterprise Law.
- Article 65: This applies to cases of compulsory dissolution due to the revocation of the Business Registration Certificate or by a legally effective court decision, as stipulated in point d, clause 1, Article 207 of the Enterprise Law.
The relationship between Decree 168/2025/ND-CP and the 2020 Enterprise Law
The 2020 Enterprise Law (amended and supplemented by Law No. 76/2025/QH15) serves as the fundamental legal document regulating the rights, conditions, and principles for terminating business operations. Decree 168/2025/ND-CP acts as the implementing guidance document, specifying the timelines, required documents, and electronic interaction procedures between businesses and the Business Registration Authority.
Procedure for registering the dissolution of a business according to Article 64
The procedure for registering dissolution under Article 64 of Decree 168/2025/ND-CP applies to cases of voluntary dissolution as stipulated in points a, b, and c of Clause 1, Article 207 of the Enterprise Law. The process consists of four main steps: issuing a decision, notifying the Business Registration Authority, fulfilling financial obligations, and submitting the official dissolution registration dossier.
Conditions for applying for dissolution registration under Article 64
An economic organization may register for dissolution under Article 64 when it fully meets the following requirements: conditions for dissolving a business According to regulations: the case falls under the dissolution provisions of points a, b, and c, Clause 1, Article 207 of the Enterprise Law, and all debts, financial obligations, taxes, and obligations to employees have been paid in full, and the entity is not currently involved in any disputes in court or arbitration proceedings.
Step 1. Issue a resolution or decision to dissolve the organization.
The owner of a single-member limited liability company, the board of members of a limited liability company with two or more members, the general meeting of shareholders of a joint-stock company, or the partners must meet and pass a resolution or decision to dissolve the company. This document must clearly state the reasons for dissolution, the debt settlement plan, the plan for handling existing contracts, and the plan for employee utilization.
Step 2. Send a notice of dissolution to the business registration authority.
Within 7 working days from the date of approval, the legal representative must send the resolution or decision on dissolution, along with the meeting minutes (if any), to the Business Registration Authority. Within 1 working day from the date of receiving the notification, the Business Registration Authority is responsible for publishing the document and updating the legal status of the enterprise to "In the process of dissolution" on the National Business Registration Portal.
Step 3. Pay off debts and financial obligations.
Businesses must prioritize debt payments according to legal requirements: salaries, benefits, and insurance for employees; taxes and other obligations to the State budget; and finally, debts to creditors and partners. Simultaneously, the organization must complete the procedures for ceasing operations of all branches, representative offices, and business locations before proceeding to the next step.
Step 4. Submit the dissolution registration documents.
Within 05 working days from the date of full payment of all debts and financial obligations, the legal representative shall submit the dissolution registration dossier to the Business Registration Authority.
Results of the application processing by the business registration authority.
After receiving the application, the Business Registration Authority checks its validity and compares the data with the Tax Authority. If no objections are received from the Tax Authority and the application is valid, the Business Registration Authority updates the legal status of the enterprise to "Dissolved" in the National Database of Business Registration and issues a notice of dissolution.
Documents for registering the dissolution of a business according to Article 64
According to Article 64 of Decree 168/2025/ND-CP, the application dossier for dissolution focuses on demonstrating the completion of internal procedures and confirming the settlement of assets and debts. The documents in the dossier must be signed by the legal representative, who is responsible for their truthfulness and accuracy.
Documents to be submitted
According to the provisions of Article 64 of Decree 168/2025/ND-CP, business dissolution documents include:
- The notice of business dissolution must be signed by the legal representative.
- Report on the liquidation of business assets; list of creditors and the amount of debt paid, including tax debts and debts for social insurance, health insurance, and unemployment insurance contributions for employees after the decision to dissolve the business (if any).
- Authorization letter for an individual to handle the application submission procedure (if the legal representative does not submit the application in person).
Document components in each stage
The dissolution process is divided into two separate stages with separate files at the Business Registration Authority:
- Phase 1 (Announcement of Dissolution): Resolution or Decision on dissolution, Minutes of the meeting of the Board of Members or General Meeting of Shareholders (for limited liability companies with 2 or more members, joint-stock companies, and partnerships).
- Phase 2 (Official Dissolution Registration): Notification of business dissolution, asset liquidation report including a list of creditors and the amount of debt paid as stipulated in Article 64.
Note these points when preparing your application to avoid being asked for additional documents.
In practice, applicants need to carefully check the consistency of personal information and the signature of the legal representative against the data stored in the system. Any minor discrepancies in the date of issuance of documents or citizen identification information can lead to a notification requesting amendments or additions to the application from the receiving agency.
The procedure for registering dissolution is governed by Article 65.
In cases where a business has its business registration certificate revoked or is dissolved by a court decision, the dissolution registration procedure will be carried out according to Article 65 of Decree 168/2025/ND-CP. This process is initiated by the Business Registration Authority, which updates the legal status on the national information system.
Cases where Article 65 applies
Article 65 applies to two situations requiring mandatory cessation of operations:
- The business registration authority issued a decision to revoke the business registration certificate.
- The court declared the dissolution of the business through a legally binding judgment or decision.
Execution sequence
- Within one working day from the date of the decision to revoke or receiving the court's decision, the Business Registration Authority shall update the status to "In the process of dissolution" on the National Information Portal and send a notification along with the decision to the enterprise and its legal representative.
- The company convenes a meeting to approve the dissolution decision, organize the liquidation of assets, and settle debts within the legally stipulated timeframe.
- The business registration authority updates the legal status of the enterprise to "Dissolved" in the national database after 180 days from the date of the status change if it does not receive the enterprise's dissolution documents or written objections from the relevant parties.
The role of the business registration authority
The business registration authority plays a proactive role in updating the legal status and publicly disclosing dissolution information on the National Information Portal. Simultaneously, this authority coordinates with the Tax Authority, the Courts, and the Enforcement Agency to monitor the progress of businesses whose licenses have been revoked in fulfilling their financial obligations.
Differences compared to Article 64
The core difference lies in the initiator of the process. Under Article 64, the enterprise proactively submits the notification dossier from the outset. In contrast, under Article 65, the process is triggered by an administrative or judicial decision. Furthermore, Article 65 allows the Business Registration Authority to change the status to “Dissolved” after 180 days if no dossier is received or objections are raised, but this does not exempt the managers from personal liability for outstanding debts.
Timeline of key milestones when registering for business dissolution
Businesses need to pay special attention to these milestones. deadline for submitting dissolution documents and follow the procedures outlined in Decree 168/2025/ND-CP to avoid the risk of administrative penalties.
| Timeline | Content of implementation | Legal basis |
|---|---|---|
| 7 working days | Submit the Resolution/Decision on dissolution to the Business Registration Authority from the date of its adoption. | Article 64 of Decree 168/2025/ND-CP |
| 1 working day | The business registration authority updates the status to "In the process of dissolution" on the portal. | Articles 64 & 65 of Decree 168/2025/ND-CP |
| 05 working days | Submit the formal dissolution registration documents after all debts and financial obligations have been settled. | Article 64 of Decree 168/2025/ND-CP |
| 180 days | The business registration authority updates the status to "Dissolved" for cases where the certificate has been revoked if no objections or supporting documents are received. | Article 65 of Decree 168/2025/ND-CP |
The 7-day deadline for submitting the initial dissolution notice is a crucial timeframe to note. Late submission of this document may disrupt the tax settlement process.
Compare Article 64 and Article 65 of Decree 168/2025/ND-CP
The detailed comparison table below helps legal representatives and accounting departments quickly determine the appropriate dissolution registration process based on the entity's actual situation.
| Criteria | Article 64 (Voluntary Dissolution) | Article 65 (Compulsory Dissolution) |
|---|---|---|
| Applicable cases | Voluntary dissolution or expiration of the operating period as stipulated in the Charter without renewal. | The business registration certificate has been revoked, either by means of a court decision. |
| Grounds for dissolution | Points a, b, and c of Clause 1, Article 207 of the Enterprise Law. | Point d, Clause 1, Article 207 of the Enterprise Law. |
| Initiation sequence | Businesses proactively issue decisions and submit notifications. | The business registration authority or the court issues the decision/judgment. |
| The implementing entity | Legal representative, Board of Members/Board of Directors. | The legal representative will coordinate with the Asset Liquidation Team. |
| Registration results | The status is updated to "Dissolved" based on the complete liquidation documents submitted by the business. | The status will be updated to "Dissolved" based on submitted documents or updated by the Business Registration Authority after 180 days without objections. |
It is important to emphasize that in Article 65, the Business Registration Authority updating the status to "Dissolved" after 180 days does not mean the debt is written off. The managers remain jointly and severally liable for any outstanding financial obligations.
Important notes when carrying out the business dissolution procedure.
In practice, the coordination between the business registration process and tax regulations is where the most difficulties arise. Understanding these bottlenecks helps ensure a smooth dissolution process.
Common mistakes that cause applications to be delayed
Some common shortcomings that cause processing delays include:
- The procedures for terminating the operations of all branches, representative offices, and business locations were not completed before submitting the dissolution documents for the parent company.
- There are outstanding tax debts, late payment penalties, or incomplete tax settlement obligations related to the dissolution at the directly managing Tax Authority.
- The figures in the Asset Liquidation Report are inconsistent with the Liquidation Settlement Financial Statements.
- Neglecting the obligation to pay benefits or insurance to employees as committed in the dissolution decision.
Please note the payment of financial obligations before submitting your application.
In fact, the complete resolution Tax obligations when dissolving a business At the directly managing Tax Authority, this is a crucial preparatory step before submitting the dissolution application according to Article 64. Although the certificate confirming the closure of the tax code is not listed as a mandatory document in Article 64 of Decree 168/2025/ND-CP, according to the interconnected tax management process, the Business Registration Authority will cross-check the electronic data. If the Tax Authority objects due to incomplete tax obligations, the dissolution application will be rejected and its status will be updated to "Dissolved".
What should a business do after its dissolution status is updated?
When the Business Registration Authority updates the status to "Dissolved" in the National Database, the legal representative is responsible for archiving all accounting books, tax documents, and dissolution records within the timeframe stipulated by the Accounting Law. In addition, the organization must close its bank accounts, destroy its seal (if any), and notify customers and partners of the liquidation of remaining contracts.
Expert opinion from MAN
Expert advice from the Accounting and Tax team at MAN – Master Accountant Network helps business owners proactively manage legal risks and costs incurred during the business closure process.
What should businesses prepare before undergoing dissolution?
Before issuing a dissolution decision, the management team should conduct a thorough review of all accounting records, reconcile accounts payable and receivable, invoices and supporting documents, and outstanding tax data. Proactively reviewing the financial balance helps the business detect late payments or declaration errors from previous years early on, thereby preparing a financial plan to resolve these issues definitively before dealing with the authorities.
When should you use legal advice to mitigate legal risks?
When a business is large, has many subsidiaries, generates complex tax data over multiple periods, or is involved in contract disputes, handling the procedures in-house can easily lead to the risk of tax arrears or incurring personal legal liability for the representative. Therefore, choosing to use a third-party service is a viable option. business dissolution services Professional services help optimize tax explanation time, ensure compliance with the regulations in Decree 168/2025/ND-CP, and represent clients effectively in dealings with regulatory agencies.
Based on our experience in advising and processing applications at MAN – Master Accountant Network, The majority of the lengthy dissolution process stems from the tax data explanation and debt settlement procedures, rather than the administrative formalities at the Business Registration Authority. Proactively reviewing documents with tax experts before submitting the dissolution notice significantly shortens the time it takes to close the tax code and avoids the risk of penalties and back taxes after ceasing operations.
Conclude
Decree 168/2025/ND-CP establishes a clear process for registering the dissolution of businesses by specifically delineating Articles 64 and 65. Proactively understanding the timeline, fulfilling tax obligations, and adhering to the correct procedures for submitting documents are key factors in helping businesses complete the cessation of operations safely, legally, and minimizing associated risks for managers.
Contact MAN – Master Accountant Network for consultation.
If your business needs advice on accounting, auditing, taxation, investment capital settlement, or other corporate financial services, the team of experts at MAN – Master Accountant Network is always ready to assist.
Contact information
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Content moderation expert
This article has been compiled and professionally reviewed by Mr. Le Hoang Tuyen – Founder & CEO of MAN – Master Accountant Network, CPA Vietnam auditor with over 30 years of experience in accounting, auditing, taxation, and corporate financial consulting.
