The company dissolution procedure is a mandatory legal process when a business wants to cease operations and close its tax registration number. In the context of increasingly digitized legal regulations, understanding the process from the decision-making stage to the removal of the company's name from the tax register is crucial. National Portal This will help businesses save time and avoid the risks of administrative penalties. This article provides detailed instructions on the implementation process applicable to 2026.
Cases and conditions for company dissolution under the law.
According to the provisions of Article 207 Enterprise Law 2020, The termination of legal entity status is not merely a subjective desire but must be based on specific legal grounds. Businesses carry out voluntary or compulsory company dissolution procedures in the following cases:
- The company's operating period, as stated in its Articles of Association, expires without a decision to extend it from the contributing members or shareholders.
- Voluntary decision from the business owner for a private enterprise, the Board of Members for a limited liability company, or the General Meeting of Shareholders for a joint-stock company.
- The company no longer has the minimum number of members required for each type of business for 06 consecutive months without going through the procedure to change its business type.
- Having its business registration certificate revoked by authorities due to violations of business laws or by a final court ruling forces the legal entity to proceed with company dissolution procedures.
Mandatory legal condition: Based on Clause 2, Article 207, a legal entity may only close its tax identification number when it ensures that all debts and other financial obligations are fully paid and it is not in the process of resolving disputes in court or arbitration to complete this process.
Documents required for company dissolution must comply with current regulations.
To ensure that the company dissolution application is approved by the Business Registration Office on the first submission via the electronic system, the enterprise needs to prepare all the documents stipulated in Article 210 of the 2020 Enterprise Law:
- Notification regarding company dissolution procedures using the prescribed form. Circular 01/2021/TT-BKHĐT.
- Resolutions, decisions, and copies of meeting minutes regarding the approval of the business termination plan.
- A list of creditors and the amount of debt paid, including tax debts and social insurance and health insurance contributions for employees when the business closes down.
- The company's asset liquidation report details the list of assets that have been disposed of and their actual recoverable value.
- Original business registration certificate.
- The Notice of Confirmation of Completion of Tax Obligations (Form 24/DK-TCT) is issued by the directly managing tax authority to facilitate the company dissolution procedure.
Detailed step-by-step process for dissolving a business.
The current process is based on an interconnected mechanism between the Tax Authority and the Business Registration Authority to minimize waiting times. In situations where tax debts are difficult to verify during company dissolution procedures, support from the network is available. MAN – Master Accountant Network This helps businesses review and process accounting data in depth before submitting official documents.
Through decisions and notifications regarding the business status.
Within 7 working days from the date of the decision to initiate the company dissolution procedure as stipulated in Article 208 of the 2020 Enterprise Law, the enterprise must:
- Submit a notification regarding the implementation of this activity to the Business Registration Office to update the status on the national management system.
- Send notification of the decision to close the legal entity to employees, creditors, and other interested parties.
- The document sent must clearly state the debt settlement plan, the specific location and method of payment to ensure transparency.
Fulfill tax obligations and settle dissolution tax.
Based on Article 44 Tax Administration Law 2019, Businesses must complete their tax return filings within a maximum of 45 days when carrying out company dissolution procedures. The procedures include:
- Submit your corporate income tax and personal income tax returns up to the date of finalizing the actual figures.
- Cancel any remaining electronic invoices and submit a final invoice usage report as part of the business termination process.
- Finalize social insurance records and fulfill all insurance contribution obligations for employees up to the date of cessation of all operations.
- After verifying the data, the tax authorities will issue a notice confirming that the business no longer owes taxes, allowing them to proceed with the company dissolution process.
Liquidate assets and settle debt obligations.
The order of priority for debt payment is strictly regulated to protect the rights of all parties involved when carrying out company dissolution procedures.
Table of debt repayment priorities when a business closes down.
| Order of priority | Payment subject and content | Legal basis |
|---|---|---|
| Priority 1 | Outstanding wages, severance pay, social insurance, and other employee benefits. | Business Law & Labor Law |
| Priority 2 | Tax debts and other financial obligations to the State. | Tax Administration Law |
| Priority 3 | Debts to other creditors (suppliers, banks, partners). | Economic contract |
| Final | The remaining assets are distributed among the owners, contributing members, or shareholders. | Company charter |
Note: Only after all debts and expenses related to the company dissolution process have been paid will the remaining assets be distributed to the owners. If the business becomes insolvent, it must proceed with bankruptcy proceedings instead of continuing with the normal process.
Submit the application to the business registration authority.
After fulfilling all tax obligations, the business submits the documentation. company dissolution procedures The completed documents will be submitted to the Business Registration Office. Within 05 working days from the date of receiving all valid documents, the business registration authority will officially update the status of the business as delisted from the national database.
Time and cost involved in the company dissolution process.
The actual processing time often depends on post-audit work from the tax authorities and the transparency of the accounting system.
Estimated completion time depends on the company's status.
- The business has no debt and is inactive: The process of dissolving a company typically takes between 1.5 and 2.5 months.
- Businesses that operate continuously: It takes 4 to 6 months for the tax authorities to review the records before completing the process of closing the tax identification number.
- Automatic mechanism: After 180 days from the date of notification of company dissolution procedures without any objections, the system will automatically update the status if no removal of the name is received.
Costs of implementing business closure
Fees involved in the company dissolution process include:
- Fee for publishing the dissolution registration information on the business portal.
- Fees for legal consulting services and accounting record review to prepare documentation.
- Penalties for late filing of tax returns or tax arrears incurred during the process. dissolution costs.
Legal risks of not complying with regulations.
If a business only ceases actual operations without following the company dissolution procedures, the risks under Decree 122/2021/ND-CP include:
- An administrative fine of 20 to 30 million VND will be imposed for failing to follow the prescribed procedures after the revocation of the business registration certificate.
- The legal representative may have their personal tax identification number blocked or be temporarily prohibited from leaving the country if the company dissolution procedures are not completed due to tax arrears.
- Penalties for late filing of tax returns will continue to accumulate, causing significant financial losses when businesses neglect these obligations.
Support from MAN – Master Accountant Network will help business owners carry out company dissolution procedures in a sophisticated and secure manner, and identify potential legal risks early on.
Frequently Asked Questions about Company Dissolution Procedures
Here are some key questions to help businesses navigate the process of closing down a legal entity:
Can a company that owes taxes be dissolved?
What is the minimum time required to complete the process?
Will the legal representative be affected if they break the law?
Is it mandatory to publish a notice in the newspaper when making a notice of business closure?
Can a business withdraw a decision it has already submitted?
Conclusion regarding the company dissolution procedure.
The company dissolution process demands absolute precision in tax settlement and debt payment. Adherence to proper legal procedures not only ensures a smooth business closure but also protects the safety of the company's legal representative. To guarantee a smooth dissolution process, businesses should consult with professional firms to settle all financial obligations before officially removing the company from the company's name.
Contact information for Man – Master Accountant Network
- Address: No. 19A, Street 43, Tan Thuan Ward, Ho Chi Minh City
- Mobile/Zalo: 0903 963 163 – 0903 428 622
- E-mail: man@man.net.vn
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.
