Business dissolution process The dissolution process does not end when the owner or competent authority issues a resolution or decision to dissolve the business. The business must also handle assets, settle financial obligations, fulfill tax obligations, resolve employee benefits, and terminate the operations of its subsidiaries before its status can be updated. dissolved.

According to current regulations, the dissolution process has several important milestones such as: 7 working days, 3 working days, 5 working days, 2 working days, and 180 days. Accurately identifying each milestone helps businesses avoid delays in processing applications or situations where a business is declared to have ceased operations before fulfilling its obligations.

What are the steps involved in the business dissolution process?

For cases where a business proactively dissolves according to points a, b, and c of Clause 1, Article 207 of the Enterprise Law, the procedure includes the main steps from passing a resolution or decision on dissolution, notification, liquidation of assets and payment of debts to completing tax obligations, terminating dependent units and updating legal status. In cases where the Business Registration Certificate is revoked or the business is dissolved by a court decision, the procedure follows Article 65 of Decree 168/2025/ND-CP.

Step 1: Pass a resolution or decision to dissolve the organization.

First, businesses must pass a resolution or decision to dissolve, in accordance with the authority of each type of business. The content of the resolution or decision should include key issues such as:

• Name and registered address of the business.
• Reasons for dissolution.
• The terms and procedures for contract termination and debt settlement.
• Methods for handling obligations arising from employment contracts.
• The signature of the authorized person.

For joint-stock companies, dissolution falls under the authority of the General Meeting of Shareholders; for limited liability companies, partnerships, and private enterprises, the authority is determined according to the type of business.

Businesses should note that the resolution or decision to dissolve is only the first step. The legal status of the business has not yet changed to dissolved at the time this document is passed.

Step 2: Submit documents and notification of dissolution.

Within 7 working days from the date of adoption of the resolution or decision on dissolution, the enterprise must submit the required documents to the provincial business registration authority where its head office is located. For the dissolution registration process under Article 64 of Decree 168/2025/ND-CP, the documents at this stage include the resolution or decision on dissolution, meeting minutes (if required by law), and a debt settlement plan, if any.

According to the Enterprise Law, resolutions or decisions on dissolution and meeting minutes must also be sent to the tax authorities and employees of the enterprise within the legally prescribed time limit.

Within three working days of receiving the resolution or decision on dissolution, the provincial business registration authority shall publish the dissolution information, change the legal status of the enterprise to "in the process of dissolution," and send the information to the tax authority and the civil enforcement agency.

It's important to distinguish that "in the process of dissolution" does not mean "already dissolved." Businesses must continue to fulfill their remaining obligations before their legal status can be updated to "dissolved.".

Step 3: Liquidate assets and pay off debts.

After the dissolution decision is made, the business must organize the liquidation of assets and settle outstanding financial obligations. Payments must be made in the correct order of priority. After paying dissolution costs, debts are paid in the following order:

1. Workers' rights include wages, severance pay, social insurance, health insurance, unemployment insurance, and other benefits as stipulated by law.
2. Tax debts.
3. Other debts.

After settling dissolution costs and debts, the remaining assets are distributed to owners, members, or shareholders as stipulated. If the business still has outstanding debts, the debt settlement plan must include information about creditors, the amount owed, the deadline, location, and method of payment, as well as the method and timeframe for resolving creditor claims.

Businesses also need to reconcile actual accounts payable with accounting records, contracts, invoices, and payment documents. Omitting a debt does not negate the business's obligation to pay.

Step 4: Terminate the subsidiary unit's operations.

If the business has branches, representative offices, or business locations, these entities must be dealt with before the business submits its final dissolution application.

Decree 168/2025/ND-CP stipulates that businesses must complete the procedures for terminating the operations of branches, representative offices, and business locations before submitting the application for business dissolution. For branches and representative offices, before registering the termination of operations, the business, branch, or representative office must complete the procedures with the Tax Authority to fulfill its tax obligations.

Documents for the closure of a branch, representative office, or business location must be submitted within 10 days of the decision to close the business.

Regarding business locations, the provincial business registration authority will review the application and change the legal status to "ceased operation" within 3 working days from the date of receiving a valid application as prescribed.

Step 5: Submit the dissolution registration application.

After the business has completed the payment of its debts and settled all related obligations, the final dissolution registration dossier is submitted to the provincial business registration authority. According to Decree 168/2025/ND-CP, the business must submit the dossier within 5 working days from the date of full debt payment. The dossier must comply with Clause 1, Article 210 of the Enterprise Law.

The main documents in the dissolution registration file include:

• Notice of business dissolution.
• Report on the liquidation of company assets.
• A list of creditors and the amount of debt paid, including tax debts and insurance obligations, if any.

The person responsible for carrying out the procedure must ensure the honesty and accuracy of the documents. Businesses should not consider submitting the documents as a mere formality, because the information in the dissolution documents is directly related to the financial obligations and legal responsibilities of those involved.

Note for joint-stock companies: Decree 296/2026/ND-CP takes effect from July 23, 2026, and amends and supplements some provisions of Decree 168/2025/ND-CP. For joint-stock companies that are not listed and not registered for securities trading, the notice of business dissolution in the business registration dossier must be accompanied by a copy of the shareholder register as stipulated in the amended regulations.

Step 6: The tax authority responds regarding tax obligations.

After receiving the dissolution registration application, the provincial business registration authority sends information about the business's dissolution registration to the tax authority. The tax authority has two working days from the date of receiving the information to send its opinion on the fulfillment of the business's tax obligations to the provincial business registration authority.

If the Tax Authority confirms that the business has fulfilled its tax obligations or has no objections within the prescribed timeframe, the application will proceed with the dissolution registration procedure. Conversely, if the Tax Authority rejects the application because the business has not fulfilled its tax obligations, the provincial business registration authority will notify the business accordingly.

Therefore, a review of the tax status should be conducted before the dissolution process begins, rather than waiting until the final stage to address it.

Step 7: Update the company's legal status.

Within 05 working days from the date of receiving the dissolution registration dossier, the provincial business registration authority shall change the legal status of the enterprise to dissolved if it does not receive an opinion from the tax authority or receives confirmation that the enterprise has fulfilled its tax obligations.

The dissolution information is simultaneously published on the National Business Registration Portal. This is the point at which the business's legal status as dissolved is updated in the National Business Registration Database.

Therefore, having a resolution or decision to dissolve does not mean the business has completed the dissolution process.

Conditions for a business to be dissolved

Businesses can only be dissolved when they fall under cases permitted by law and meet the conditions for settling their obligations. According to the Enterprise Law, businesses must ensure that all debts and other financial obligations are paid off, and they are not currently involved in any disputes in court or arbitration.

Cases of business dissolution

Cases of business dissolution include:

• The operating period stated in the Charter has expired without a decision to extend it.
• According to a resolution or decision of the business owner or the competent authority of the business.
• Businesses that no longer have the minimum number of members or shareholders required by law for a continuous period of 06 months without carrying out the procedure to change their business type.
• The business registration certificate is revoked, except where the tax administration law provides otherwise.

Law No. 76/2025/QH15 amends and supplements several articles of the Enterprise Law and takes effect from July 1, 2025, including amendments to regulations related to cases where an enterprise no longer has the minimum number of members or shareholders.

Conditions that must be met before dissolution

The most important condition is that the business must have paid off all debts and other financial obligations, and must not be involved in any ongoing disputes in court or arbitration. This means that the business should not begin the process assuming that dissolution will automatically erase any outstanding debts.

If a company's assets are insufficient to pay its due obligations, it should consider bankruptcy proceedings instead of applying for the usual dissolution procedure.

What documents are required for business dissolution?

Dissolution documents should reflect that the business has completed the liquidation of assets and settled related obligations. Key documents include the dissolution notice, the asset liquidation report, and a list of creditors along with debts paid.

Components of the dissolution registration dossier

The application for business dissolution includes the following main documents:

• Notice of business dissolution.
• Report on the liquidation of company assets.
• A list of creditors and the amount of debt paid, including tax debts and insurance obligations, if any.

In addition to the final dissolution registration documents, the business must also prepare a resolution or decision on dissolution, meeting minutes, and a debt settlement plan, if any, to complete the previous steps in the process.

Documents by type of business

The entity authorized to pass a resolution or decision to dissolve a business varies depending on the type of business.

They can be categorized into the following groups:

• Private enterprise: private business owner.
• A single-member limited liability company: the company owner.
• Limited liability company with two or more members: Board of Members.
• Partnership company: Board of members.
• Joint-stock company: General Shareholders' Meeting.

Before filing the dissolution application, businesses need to determine the correct type of business and the competent authority to issue the dissolution decision.

Note regarding documentation for joint-stock companies

From July 23, 2026, Decree 296/2026/ND-CP amending Decree 168/2025/ND-CP has added requirements for joint-stock companies that are not listed companies and are not registered for securities trading. According to the new regulations, the notice of business dissolution in the business registration dossier must be accompanied by a copy of the shareholder register.

Deadlines and key milestones in the dissolution process.

The dissolution process has key timelines to follow: 7 working days for the business to submit documents after the dissolution decision is approved; 3 working days for the Business Registration Authority to process the information; 5 working days to submit the dissolution documents after all debts have been paid; 2 working days for the Tax Authority to respond; and 5 working days for the final processing of the documents. Additionally, there is a 180-day grace period if the business fails to complete the procedures.

The above milestones should be understood in terms of the starting point of each period; in particular, the 5-day deadline for submitting dissolution documents is calculated from the date all debts are settled, not from the date the dissolution decision is issued.

7 working days to submit documents after the resolution or decision is passed.

Within 7 working days from the date of adoption of the resolution or decision to dissolve, the enterprise must submit the required documents to the provincial business registration authority. This is a crucial deadline to be recorded immediately upon the adoption of the resolution or decision to dissolve.

It takes 3 working days for the Business Registration Authority to process the dissolution information.

Within 3 working days from the date of receiving the resolution or decision on dissolution, the provincial business registration authority shall publish the information and change the legal status of the enterprise to "in the process of dissolution".

5 working days to submit dissolution registration documents after all debts have been paid.

After the business has paid off all its debts, the dissolution registration documents must be submitted within 05 working days. This timeframe is calculated from the date of full debt payment, not from the date the dissolution decision is issued.

It takes 2 working days for the Tax Authority to send its opinion.

After receiving information from the Business Registration Authority, the Tax Authority has two working days to send its opinion on whether the enterprise has fulfilled its tax obligations.

05 working days to process dissolution registration documents.

Within 05 working days from the date of receiving the dissolution registration dossier, the provincial business registration authority shall change the legal status of the enterprise to dissolved if it meets the prescribed conditions.

In the case of 180 days from the date of receiving the resolution or decision to dissolve.

If, after 180 days from the date the provincial business registration authority receives the resolution or decision on dissolution, it does not receive the dissolution registration dossier, the dossier for the cessation of operations of the subsidiary unit, and there is no written objection from the tax authority or relevant organizations or individuals, the provincial business registration authority will change the legal status of the enterprise to dissolved as prescribed.

The change of status and issuance of notification shall be carried out within 03 working days from the end of the 180-day period.

Within 180 days, if the business does not proceed with dissolution and its legal status has not yet changed to dissolved, the business may proceed with the procedure to revoke the resolution or decision on dissolution. The provincial business registration authority has one working day to publish the notice and restore the legal status as prescribed.

Obligations that must be fulfilled before registering for dissolution.

Before filing for final dissolution, a business needs to simultaneously address tax obligations, debts and asset liabilities, employee benefits, and the operational status of its subsidiaries.

• Tax obligations: Businesses need to review all outstanding tax obligations, including amounts due, tax returns, and issues related to the company's tax status. For a more in-depth review of tax obligations during the dissolution process, businesses can refer to the following content. Tax obligations when dissolving a business of NATO.
• Debts and liabilities: Businesses need to create a complete list of all payables and compare it with accounting documents, contracts, invoices, and payment records. Debts should not only be reviewed based on accounting balances but also compared with actual liabilities incurred.
• Obligations to employees: Businesses must handle employee benefits in accordance with regulations, including wages, allowances, and insurance obligations for which the business is responsible. This group of obligations takes priority in the order of debt payment when a business is dissolved.
• Dependent units: Businesses must verify all existing branches, representative offices, and business locations in the business registration system. These units need to undergo the termination of operations procedure before the business submits its final dissolution application.

Common mistakes made when carrying out dissolution procedures.

Common errors stem not only from a lack of paperwork but also from businesses confusing different stages of procedures or overlooking tax obligations, liabilities, and subsidiaries.

• Confusing the dissolution decision with the completion of dissolution: The resolution or decision to dissolve only initiates the process. After this point, the business still has to liquidate assets, settle obligations, handle taxes, terminate subsidiaries, and submit dissolution registration documents.
• Unfulfilled tax obligations and debts: A business may have ceased operations but still have outstanding tax obligations or debts. The cessation of business activity does not automatically mean the termination of financial obligations.
• Omitting branches, representative offices, or business locations: A business might focus on its head office but overlook its subsidiaries. This is an issue that needs to be reviewed before filing the final dissolution application.
• Outdated regulations or procedures apply: Regulations on business registration have undergone significant changes since 2025 and will continue to be amended in 2026. Decree 168/2025/ND-CP takes effect from July 1, 2025, and Decree 296/2026/ND-CP, which further amends and supplements some provisions of Decree 168, takes effect from July 23, 2026.

Therefore, businesses need to check the regulations in effect at the time of implementation instead of using documents or guidelines prepared under the old regulations.

Practical considerations when carrying out dissolution procedures.

Preparations for dissolution should begin with a review of the legal and financial status, rather than focusing solely on the documents submitted to the Business Registration Authority.

Review your tax status before you begin.

Businesses should review their tax declarations, tax obligations, and other payables before deciding to dissolve. This review of data and records can be combined. Corporate income tax settlement To identify issues that need to be addressed before finalizing the dissolution.

Compare the records with the actual situation of the business.

The company name, address, legal representative, subsidiaries, asset information, liabilities, and accounting data must be verified before filing the dissolution documents. The dissolution documents must be truthful and accurate. Businesses should not rely solely on information from old documents if the actual situation has changed.

Check the document requirements by business type.

The authority to pass a resolution or decision on dissolution and the required documentation may vary between sole proprietorships, limited liability companies, partnerships, and joint-stock companies. For joint-stock companies, further guidance from MAN may be needed. procedures for dissolving a joint-stock company To check for specific points of concern.

In particular, joint-stock companies that are not listed and not registered for securities trading should note the requirement to supplement their shareholder register with a copy of the new regulations effective from July 23, 2026.

Conclude

The process of dissolving a business involves a series of procedures simultaneously related to business registration, taxes, assets, liabilities, employees, and subsidiaries. Therefore, simply issuing a dissolution or cessation order is not enough for a business to complete the procedure.

For the voluntary dissolution process, businesses need to pay close attention to the milestones of 7 working days, 3 working days, 5 working days, 2 working days, and 180 days, and ensure that all tax obligations and debts are fulfilled before finalizing the dissolution registration.

From July 23, 2026, businesses should also take note of the amendments made by Decree 296/2026/ND-CP, especially the requirements related to the shareholder register for some joint-stock companies when processing dissolution documents.

Reviewing legal documents, accounting data, tax obligations, and debts from the outset will help businesses determine the correct procedures to follow and prevent delays in the dissolution process due to unfulfilled obligations.

If your business needs support in handling the entire process, MAN provides it. comprehensive business dissolution services and has its own content about company dissolution service fees For reference, see the scope of work and factors affecting costs.

Legal basis

• Law No. 59/2020/QH14 of the National Assembly on the Enterprise Law
• Law No. 76/2025/QH15 amending and supplementing a number of articles of the Enterprise Law
• Government Decree 168/2025/ND-CP on business registration
• Government Decree 296/2026/ND-CP amends and supplements several articles of Decree 168/2025/ND-CP.

Frequently Asked Questions about the Dissolution Process

What are the steps involved in the business dissolution process?

For cases where a business proactively dissolves according to points a, b, and c of Clause 1, Article 207 of the Enterprise Law, the basic process includes: passing a resolution or decision on dissolution; submitting dissolution documents and notification; liquidating assets and paying debts; terminating the operations of subsidiary units; submitting dissolution registration documents; addressing opinions on tax obligations; and updating the legal status to dissolved.

How long after paying off all debts do I have to file for dissolution?

Businesses must submit their dissolution registration documents within 05 working days from the date of full payment of all debts. This timeframe is stipulated in Article 64 of Decree 168/2025/ND-CP.

If a business has decided to dissolve, is it considered dissolved?

No. After the resolution or decision to dissolve is passed, the business's status changes to "in the process of dissolution." The business must still complete asset liquidation, settle obligations, handle taxes, terminate subsidiaries, and complete the dissolution registration dossier. Only when all conditions are met and the legal status is updated as required will the business be considered dissolved.