The latest and most detailed procedure for dissolving a limited liability company (LLC) in 2026, from A to Z.

The process of dissolving a limited liability company (LLC) is a mandatory legal procedure when a business wants to cease operations. To comply with regulations, businesses need to understand the LLC dissolution documents, tax processing procedures, and steps involved in dissolving a single-member or two-member LLC. This article will provide detailed, step-by-step guidance to help business owners complete the procedure quickly and legally.

Conditions for a business to carry out voluntary dissolution

The dissolution of a business is not just an administrative decision but also comes with strict financial responsibilities as stipulated by law. To begin the process of legally dissolving a limited liability company, the business must meet the following criteria:

• Ensure that all debts and other financial obligations of the business are fully paid.
• The business is not in the process of resolving disputes in judicial bodies such as courts or arbitration.
• All obligations regarding taxes, social insurance, and employee rights have been fulfilled.

Cases where business dissolution is prohibited

Businesses cannot always carry out the procedure for ceasing operations. According to the provisions of the 2020 Enterprise Law and current guiding documents, the business registration authority will refuse to process the application if it falls under the following cases:

• The business is being compelled to comply with an administrative decision regarding tax management or other budgetary obligations.
• Currently undergoing specialized inspection or audit by the tax authorities or other competent state agencies.
• There are currently civil or economic disputes or lawsuits being handled in court.
• The company has not yet fulfilled its obligations regarding salaries, benefits, and insurance for its workforce.

Summary of the latest limited liability company dissolution process in 2026

To provide an overview of the process, here is a summary of the most important stages in the dissolution of a limited liability company according to current regulations.

Note: The actual time taken depends heavily on the fulfillment of tax obligations and the cooperation between the business and the tax authorities. Understanding the process of dissolving a limited liability company helps business leaders be more proactive in their operations.

The detailed process for dissolving a limited liability company is outlined in four steps.

The dissolution process must be carried out sequentially according to prescribed steps to ensure legality and avoid unnecessary administrative penalties.

1. Through a decision to dissolve the business (Decision/Resolution)

This is the stage where the owner or contributing members establish their intentions. The business needs to carry out the following specific tasks:

• Meeting of the Board of Members (for limited liability companies with 2 or more members) or decision of the Owner (for single-member limited liability companies).
• The document must include the following key points: Reason for termination of operations, contract liquidation deadline, debt settlement plan, and employee utilization plan.

2. Announce dissolution on the National Business Registration Portal.

Following an internal decision, the process of dissolving a limited liability company requires the business to publicly disclose information to relevant parties:

• Within 7 working days, the enterprise must send a notification to the Business Registration Office – Department of Planning and Investment where its headquarters are located. The accompanying documents include the Decision and the Debt Settlement Plan.
• The information will be posted publicly on National portal for business registration To protect the interests of creditors and partners.

3. Liquidate assets and pay off debts.

The asset liquidation process must be conducted publicly under the supervision of the Liquidation Council. The priority order for debt payment is stipulated in... Enterprise Law 2020 include:

• Paying outstanding wages, social insurance contributions, health insurance contributions, and other employee benefits.
• Complete tax settlements with the directly managing tax authority to pay off any outstanding tax debts.
• Pay off other financial obligations to remaining partners and creditors.

Reviewing these debts requires meticulous attention to detail to avoid delays in the company dissolution process.

4. Submit the official dissolution documents and receive the results.

Once all financial obligations have been fully settled, within 05 working days, the legal representative takes the final step:

• Submit the dissolution documents (including notice, liquidation report, and list of creditors) to the Business Registration Office.
• The Business Registration Authority updates the legal status to "Dissolved" on the national system.

Tax settlement upon dissolution of a limited liability company.

Tax procedures are often the most complex stage in the process of dissolving a limited liability company, especially for entities that have already generated sales and purchase invoices.

Dissolution tax settlement documents

According to Circular 105/2020/TT-BTC, businesses need to prepare a set of documents for corporate tax settlement including:

• Corporate income tax and personal income tax returns up to the time of dissolution.
• Detailed financial statements at the time of cessation of operations.
• Request for termination of tax identification number using Form No. 24/ĐK-TCT.
• Confirmation of fulfillment of import and export tax obligations (if any).

Cases where tax audits are conducted at the business premises.

The tax authorities have the right to conduct on-site inspections and audits before closing the tax code if the business falls into high-risk categories or has not had its tax returns settled for many consecutive years. To expedite the dissolution process of a limited liability company, having accounting records ready is a key factor.

What documents are required for dissolving a limited liability company?

To complete the procedures under Decree 01/2021/ND-CP, businesses need to prepare the following checklist:

• ☑ Notification regarding the dissolution of the business.
• ☑ Resolution/Decision on dissolution (with signature confirmation).
• ☑ Minutes of the Board of Members meeting (for companies with 2 or more members).
• ☑ Report on asset liquidation and list of debts paid.
• ☑ A confirmation letter from the police regarding the cancellation of the seal or notification that the seal design has not yet been issued.

Note: Businesses that issue electronic invoices but have not completed the invoice cancellation procedure or fulfilled their periodic tax filing obligations are the main reasons why dissolution applications are delayed or suspended at the business registration authority.

Should you use a limited liability company dissolution service?

The process of dissolving a limited liability company requires a deep understanding of legal and tax accounting. Attempting to do it yourself can lead to wasted time if the documentation is inaccurate or if you encounter difficulties in closing the tax registration number.

• When should you hire a service? Businesses with complex accounting records, those experiencing sudden company closures, or those needing to amend their business licenses before closing down.
• Benefits: Ensuring accurate documentation shortens the time spent dealing with relevant authorities.

For cases requiring a high level of professionalism, units like MAN – Master Accountant Network can assist businesses in optimizing the process of dissolving a limited liability company, ensuring all procedures are carried out safely and quickly.

Frequently Asked Questions about Company Closure Procedures

Conclude

As can be seen, the process of dissolving a limited liability company (LLC) involves many complex steps related to taxes, administrative paperwork, and financial obligations. Adhering to the correct procedures under the 2020 Enterprise Law not only shortens the time but also protects the long-term legal rights of the business owner. For those wishing to optimize time, using professional LLC formation or dissolution consulting services will be an effective solution.

Contact information for MAN – Master Accountant Network

• Address: 19A, 43rd Street, Tan Thuan Ward, Ho Chi Minh City
• Mobile/Zalo: 0903 963 163 – 0903 428 622
• Email: man@man.net.vn

Content production is overseen by: Mr. Le Hoang Tuyen – Founder & CEO of MAN – Master Accountant Network, CPA Vietnam auditors with over 30 years of experience in accounting, auditing, and financial consulting.