Procedure for temporarily suspending operations
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Business Suspension Procedure
Step 1: Make the decision to temporarily suspend operations.
Businesses make decisions to temporarily suspend operations in accordance with their charter or internal regulations.
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For limited liability companies and joint-stock companies: Hold a meeting of the Board of Members or the General Meeting of Shareholders to pass a resolution to temporarily suspend operations.
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For private businesses: The business owner makes the decision to temporarily suspend operations within their authority.
Step 2: Notify and complete the necessary procedures with the relevant government agency.
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Notification to the business registration authority: Businesses must submit a written notice of temporary suspension of operations to the Business Registration Office under the Department of Planning and Investment where the business is registered.
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Notify the tax authority: Carry out the procedure for temporarily suspending tax declarations at the directly managing tax authority, within 15 days from the date of the suspension decision.
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Processing time: Typically 3–5 business days, depending on the completion of the application and the processing procedures at government agencies.
Step 3: Complete legal obligations and archive records.
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Complete tax obligations and reporting: Businesses must fulfill all outstanding tax obligations and submit "no tax liability" reports during the suspension period as stipulated.
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Fulfilling social insurance and health insurance obligations for employees: Ensuring that all outstanding social insurance and health insurance contributions are paid and notifying employees if their employment contracts are temporarily suspended or terminated.
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Business record keeping: Maintain and store records and documents related to the temporary suspension of operations, ensuring a legal basis for resuming operations.
Business Suspension Application
Maximum suspension period
According to Article 206 of the 2020 Enterprise Law, the period of temporary suspension of business operations by an enterprise must not exceed one year. After the announced period expires, if the enterprise has not yet resumed operations, it must notify the business registration authority again to maintain its legal entity status.
Extend the suspension period.
If a business needs to extend its temporary suspension period, it must follow the procedure for notifying the authorities of the suspension again before the expiration of the previously announced suspension period, as stipulated by law.
Important note
If a business does not resume operations after a period of suspension and fails to notify the business registration authority promptly, its business registration certificate may be revoked, resulting in the loss of its legal status.
Temporary suspension period
Temporary suspension period
Businesses can temporarily suspend operations for a maximum of one year, as stipulated in Article 206 of the 2020 Enterprise Law.
If a business temporarily suspends operations before the announced deadline or intends to resume operations, it must notify the business registration authority in writing at least 15 days before resuming operations.
Temporary suspension of operations file
Businesses need to prepare and submit the following documents:
- The notice of temporary business suspension must follow the form prescribed in Appendix II-23 of Circular No. 01/2021/TT-BKHĐT.
Decision to temporarily suspend operations:
For private businesses: Decision of the business owner.
For limited liability companies and joint-stock companies: Decisions and Minutes of Meetings of the Board of Members (BOM) or the General Meeting of Shareholders (GM).
A copy of the legal documents of the individual who is the legal representative of the business.
Notify the tax authorities and social insurance agency.
After receiving confirmation of temporary suspension of operations from the business registration authority, the enterprise must carry out the following procedures:
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Submit a notification of temporary suspension of operations to the tax authority directly responsible for your area.
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Complete all outstanding tax obligations before temporarily suspending operations.
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Seal the paper invoices (if the business is using paper invoices).
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Notice of discontinuation of electronic invoice usage (if the business is currently using electronic invoices).
Businesses must notify the Social Insurance agency to carry out the following procedures:
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Temporarily suspend social insurance contributions to the retirement and death benefit fund for employees during the suspension period.
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Determine the health insurance and unemployment insurance participation status for employees during periods of temporary suspension.
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Complete any outstanding social insurance and health insurance contributions (if any).
Note: During periods of temporary suspension of operations, businesses must still ensure their health insurance obligations to employees, except in cases where employees have terminated their employment contracts.
