Tiếng ViệtIn today’s volatile and highly competitive economic environment, many enterprises have had to dissolve their limited liability companies (LLCs) or joint-stock companies as part of restructuring efforts or to minimize financial risks. However, the company dissolution procedure is not merely an administrative step — it is a complex legal process governed by the amended Law on Enterprises 2025, requiring strict compliance with documentation, tax, and financial obligations.
The following article by Lexconsult & Partners provides a detailed guide on the dissolution procedure for LLCs and joint-stock companies in 2025, clarifying applicable cases, required documents, step-by-step procedures, costs, and common risks. It also shares practical and legally compliant solutions to help businesses complete the process efficiently and safely.
Read until the end to fully understand the company dissolution process, including processing timelines, fees, and key legal notes to ensure your business completes the procedure effectively and in full compliance with Vietnamese law.
1. Definition & Legal Basis for Company Dissolution
1.1. Definition of Dissolution for Limited Liability Companies and Joint-Stock Companies
Company dissolution refers to the termination of a business entity’s legal status, either by the decision of the owner or at the request of a competent state authority. Once the dissolution procedure is completed, the company’s name is removed from the National Business Registration Database, meaning all previous legal rights and obligations officially cease.
The regulations differ depending on the type of enterprise:
– Limited Liability Companies (LLC) — whether single-member or multi-member — may be dissolved when the owner or Members’ Council decides to terminate operations or when the company no longer meets the minimum number of members required by law.
– Joint-Stock Companies (JSC) are dissolved when the General Meeting of Shareholders approves a resolution to terminate operations or when the company’s Business Registration Certificate is revoked.
Understanding the concept of company dissolution helps enterprises recognize that it is not merely “ceasing business activities,” but a process of legally eliminating corporate status, accompanied by the completion of all pending tax, financial, and labor obligations before filing the final application.
1.2. Legal Basis for the Company Dissolution Procedure under the Law on Enterprises 2025
The dissolution of limited liability and joint-stock companies is governed by several legal instruments, with the Law on Enterprises 2020 (Consolidated Document No. 67/VBHN-VPQH, amended 2025) serving as the principal legal foundation. It specifies the conditions, sequence, and responsibilities of the parties involved in the dissolution process.
Key legal documents include:
– Law on Enterprises 2020 (as amended in 2025): Defines the cases and procedures for company dissolution (Articles 207–210).
– Decree No. 168/2025/NĐ-CP: Provides detailed guidance on business dissolution registration, required documentation, and processing timelines.
– Circular No. 64/2025/TT-BTC: Specifies fees for registration and disclosure of company dissolution information, with exemptions for online submissions.
– Decree No. 122/2021/NĐ-CP: Prescribes administrative penalties for enterprises that fail to complete dissolution procedures on time.
Accordingly, the legal framework for company dissolution is comprehensive and transparent, allowing businesses to voluntarily and lawfully terminate operations while ensuring compliance. Companies are advised to carefully review these provisions or seek guidance from corporate lawyers specializing in company dissolution to avoid errors in documentation, taxation, or financial obligations.
2. Cases of Company Dissolution for Limited Liability Companies and Joint-Stock Companies under Vietnamese Law
According to Article 207 of the Law on Enterprises 2020 (as amended in 2025), the dissolution of a limited liability company (LLC) or a joint-stock company (JSC) may occur under various circumstances, depending on the cause and the decision of the owner or a competent authority. Identifying the correct case of company dissolution is the first step to selecting the proper procedure, documentation, and competent authority.
Below are the four most common cases of company dissolution under current legal regulations:
| Case | Details |
|---|---|
| 1. Expiration of the company’s term as stated in its Charter without renewal | When a company reaches the end of its operating term stated in the Charter and does not apply for renewal, it must proceed with dissolution in accordance with the law. |
| 2. Based on the decision of the owner, Members’ Council, or General Meeting of Shareholders | – Single-member LLC: Dissolved by the decision of the company owner. – Multi-member LLC: Dissolved under the resolution of the Members’ Council. – Joint-stock company: Dissolved under the resolution of the General Meeting of Shareholders. |
| 3. Failure to maintain the minimum number of members for six consecutive months without conversion | Example: A multi-member LLC with only one remaining member for more than six months without converting into a single-member LLC must proceed with dissolution according to law. |
| 4. Revocation of the Enterprise Registration Certificate (ERC) | When the competent state authority revokes the ERC due to serious legal violations (e.g., failure to operate at the registered address, falsified declarations, etc.). |
Notes when identifying the applicable dissolution case:
– Businesses should carefully determine the reason for dissolution to apply the correct voluntary or compulsory dissolution procedure (as specified in Articles 208 and 209 of the Law on Enterprises 2020).
– In cases where the Enterprise Registration Certificate is revoked, the dissolution process is carried out under the supervision of the business registration authority, rather than by the company itself.
– Misidentifying the dissolution case may result in the rejection of the dossier or cause delays in processing time.
3. Dissolution Procedure for Limited Liability and Joint-Stock Companies in 2025
The dissolution of a limited liability company (LLC) or joint-stock company (JSC) is a legal process that terminates a company’s existence, including steps such as passing the dissolution resolution, liquidating assets, settling debts, and filing the final dossier with the business registration authority. Understanding the conditions, documentation, and procedure helps businesses avoid errors and complete the process efficiently and lawfully.
3.1. Conditions for Company Dissolution under the Law on Enterprises 2025
According to Article 207 of the Law on Enterprises 2020 (Consolidated Document No. 67/VBHN-VPQH, amended in 2025), an enterprise may only proceed with the dissolution procedure if it meets the following conditions:
| Condition for Dissolution | Legal Basis |
|---|---|
| The enterprise has reached the end of its operating term stated in the Charter without renewal. | Clause 1, Article 207, Law on Enterprises 2020 (amended 2025) |
| A dissolution resolution has been adopted by the owner, Members’ Council, or General Meeting of Shareholders. | Clause 2, Article 207, Law on Enterprises 2020 |
| The company has failed to maintain the minimum number of members required by law for six consecutive months without converting its type. | Clause 3, Article 207, Law on Enterprises 2020 |
| The Enterprise Registration Certificate has been revoked by a competent state authority. | Clause 4, Article 207, Law on Enterprises 2020 |
Before filing for dissolution, the enterprise must settle all tax, insurance, and debt obligations to ensure that its application is not suspended by the business registration authority.
3.2. Required Documents for Company Dissolution
The dossier for dissolving an LLC or JSC is specified in Article 210 of the Law on Enterprises 2020 and Article 64 of Decree No. 168/2025/NĐ-CP, and includes the following essential documents:
| Component of Dissolution Dossier | Legal Notes |
|---|---|
| Decision and minutes of the meeting on company dissolution (depending on enterprise type). | Mandatory for each type: single-member LLC, multi-member LLC, or JSC. |
| Report on asset liquidation and debt settlement. | Prepared by the company owner or Members’ Council. |
| List of creditors and employees whose benefits have been fully paid. | Includes salaries, insurance, allowances, and loans (if any). |
| Written confirmation of tax clearance from the tax authority. | A prerequisite for submitting the dissolution dossier. |
| Original Enterprise Registration Certificate. | Must be returned to the Business Registration Office. |
Note: If the company still owes taxes, insurance, or is in the process of asset liquidation, the dissolution procedure will be temporarily suspended until all financial obligations are settled.
3.3. Dissolution Procedure for LLCs and JSCs (Voluntary & Compulsory)
Depending on the reason for dissolution, the process is divided into two categories: (1) Voluntary dissolution and (2) Compulsory dissolution (following revocation of the Enterprise Registration Certificate or a court order).
Voluntary Dissolution Procedure
| Step | Action | Legal Basis |
|---|---|---|
| Step 1: Adopt the dissolution resolution | Specify company name, address, reasons, liquidation procedures, and employee handling plan. Send to the business registration authority, tax authority, and employees within 7 days. | Article 208, Law on Enterprises 2020 |
| Step 2: Liquidate company assets | Conducted by the owner or Members’ Council unless otherwise stated in the Charter. | Article 208, Law on Enterprises 2020 |
| Step 3: Announce the “in dissolution” status | The Business Registration Office publishes the resolution, updates company status, and notifies tax and enforcement agencies. | Article 64, Decree 168/2025/NĐ-CP |
| Step 4: Settle all debts | Order of priority: (1) employees → (2) taxes → (3) other creditors. | Article 208, Law on Enterprises 2020 |
| Step 5: Submit the dissolution dossier | Within 5 days after completing debt settlement. The Business Registration Office coordinates with the tax authority and processes the dossier within 5 working days. | Article 64, Decree 168/2025/NĐ-CP |
| Step 6: Complete dissolution | After 180 days with no objections, the enterprise’s status is updated to “dissolved” in the National Business Registration Database. | Article 64, Decree 168/2025/NĐ-CP |
Compulsory Dissolution Procedure
| Step | Action | Legal Basis |
|---|---|---|
| Step 1: Announce the revocation decision or court judgment | The Business Registration Office publishes information regarding the company’s compulsory dissolution. | Article 209, Law on Enterprises 2020 |
| Step 2: Conduct a meeting and issue a dissolution decision | The company issues a dissolution decision within 10 days and sends it to the registration authority, tax office, and employees. | Article 65, Decree 168/2025/NĐ-CP |
| Step 3: Settle debts and liquidate assets | Performed in the same priority order as voluntary dissolution. | Article 209, Law on Enterprises 2020 |
| Step 4: Submit the dissolution dossier | Within 5 days after completing all obligations. | Article 65, Decree 168/2025/NĐ-CP |
| Step 5: Update company status | After 180 days from the public notice without any objections, the company’s status is officially updated to “dissolved.” | Article 65, Decree 168/2025/NĐ-CP |
Additionally, companies may submit their dissolution dossiers electronically or by post, both of which qualify for fee exemption under Circular No. 64/2025/TT-BTC.
4. Timeline, Fees, and Administrative Penalties for Company Dissolution
4.1. Timeline for Company Dissolution under Vietnamese Law
– Within 7 working days from the date of adopting the dissolution resolution, the enterprise must send a notice, along with the resolution and meeting minutes, to the Business Registration Office (BRO).
– After completing debt settlement and submitting a valid dossier, the BRO updates the company’s status to “dissolved” within 5 working days.
– If the dossier is incomplete or contains errors, the company must supplement the documents within 30 days.
– After 180 days from the public announcement of dissolution without any objections, the company is automatically recognized as dissolved in the National Business Registration Database.
In practice, the full dissolution process for an LLC or JSC usually takes 30–45 days, depending on how quickly tax and financial obligations are settled.
4.2. Company Dissolution Fees in 2025 (under Circular No. 64/2025/TT-BTC)
– Registration fee for dissolution: 25,000 VND per application.
– Publication fee for dissolution notice: 100,000 VND per announcement.
– Fee exemption: Enterprises are exempt from all fees if they submit their dossiers and publish information online via the National Business Registration Portal.
This policy aims to encourage enterprises to use online public services, reducing time, costs, and direct interactions with regulatory authorities.
4.3. Administrative Penalties for Non-Compliance with Dissolution Procedures
According to Decree No. 122/2021/NĐ-CP, enterprises that fail to comply with dissolution regulations may face fines ranging from 20 to 30 million VND, including the following violations:
– Failing to carry out the dissolution procedure after the expiration of the company’s operating term without renewal.
– Failing to convert the business type when the company no longer meets the minimum number of members for six consecutive months.
– Failing to terminate the operation of branches, representative offices, or business locations before filing the dissolution dossier.
Remedial Measures:
– Mandatory compliance with the proper dissolution procedures.
– Required termination of all branch, representative office, and business location activities prior to dissolution.
5. Risks in Company Dissolution and Legal Solutions Enterprises Should Note
The dissolution process of a limited liability company (LLC) or joint-stock company (JSC), although clearly regulated under the Law on Enterprises 2020 (amended 2025), often presents practical difficulties due to errors in documentation, tax compliance, or unresolved financial obligations. Identifying risks early helps businesses avoid suspended dossiers, administrative penalties, or prolonged dissolution procedures.
5.1. Failure to Complete Tax and Social Insurance Obligations
This is the most common reason for delays in company dissolution. If the enterprise has not obtained written confirmation of tax clearance, the Business Registration Office (BRO) will temporarily suspend processing the dissolution application.
Legal solutions:
– Settle all corporate income tax, VAT, and personal income tax obligations before filing.
– Work with the tax authority to obtain a Tax Clearance Certificate.
– Pay all social insurance contributions for employees and finalize social insurance books (sổ BHXH).
5.2. Internal Disputes Among Members or Shareholders
In multi-member LLCs or JSCs, disagreements over asset liquidation or financial obligations often cause the dissolution process to stall.
Legal solutions:
– Prepare clear meeting minutes and dissolution resolutions, signed by all members or shareholders.
– If disputes arise, engage a corporate dispute lawyer to mediate and reach consensus before submission.
5.3. Unprocessed Invoices and Assets
Many companies forget to cancel unused invoices or fail to liquidate fixed assets properly, leading to tax penalties or requests for dossier supplementation.
Legal solutions:
– Cancel all unused invoices in accordance with Article 29 of Decree 123/2020/NĐ-CP.
– Prepare an asset liquidation report, determine residual values, and distribute assets to owners/shareholders in compliance with the law.
5.4. Failure to Comply with the Dissolution Notification Deadline
Under Article 208 of the Law on Enterprises 2020, the enterprise must notify the BRO, tax authority, and employees within 7 working days from the dissolution decision date. Failure to comply may result in fines ranging from VND 3 to 20 million under Decree 122/2021/NĐ-CP.
Legal solutions:
– Submit the dissolution notice on time and publish it on the National Business Registration Portal.
– Monitor the online status of the dossier to promptly amend or supplement documents if requested.
5.5. FDI Enterprises Failing to Terminate Investment Projects Before Dissolution
For foreign-invested enterprises (FDIs), failing to terminate the investment project at the Department of Planning and Investment before submitting the dissolution dossier may result in data inconsistency and rejection.
Legal solutions:
– Complete the investment project termination procedure with the investment registration authority under Article 57 of Decree 31/2021/NĐ-CP.
– After receiving confirmation, proceed to file the dissolution dossier for company deregistration.
5.6. Failure to Terminate Branches or Representative Offices Before Dissolution
Many companies forget to close their branches, representative offices, or business locations, causing the BRO to reject the dissolution dossier.
Legal solutions:
– File for termination of all dependent units (branches, representative offices, etc.) before submitting the main dissolution dossier.
– Verify on the National Business Registration Portal that all dependent units have closed their tax codes.
Summary of Common Risks in Company Dissolution
| Common Risk | Legal Consequence | Legal Solution |
|---|---|---|
| Unsettled tax obligations | Dossier suspended or rejected | Finalize tax and obtain tax clearance certificate |
| Internal disputes | Dossier delayed, prolonged processing | Adopt a clear dissolution resolution; consider legal mediation |
| Uncanceled invoices | Subject to administrative fines | Cancel all unused invoices |
| Late dossier submission | Fine from VND 3–20 million | Submit dissolution notice within legal timeframe |
| FDI project not terminated | Dossier rejected | Terminate the project at the Department of Planning and Investment |
| Branches/representative offices not closed | Dissolution not approved | Close all dependent units before filing |
Conclusion – Comprehensive Legal Solutions for Safe Company Dissolution
To ensure a lawful and smooth dissolution process for LLCs and JSCs, enterprises should:
– Prepare a complete and compliant dissolution dossier;
– Fulfill all financial and tax obligations before submission;
– Closely monitor the processing progress at the Business Registration Office.
With Lexconsult & Partners’ full-service company dissolution legal package, businesses receive end-to-end support—from asset liquidation and tax finalization to dossier submission—ensuring the process is fast, compliant, and risk-free.
6. Legal Consultation from Lexconsult & Partners in Company Dissolution
6.1. Why Businesses Should Use Legal Services When Dissolving a Company
The dissolution procedure for an LLC or JSC requires coordination among multiple authorities — including tax, business registration, social insurance, and banks. Even a minor mistake in documentation or filing deadlines can delay the process or result in administrative fines.
By using a comprehensive company dissolution service, businesses receive full legal support from experienced corporate lawyers — from reviewing financial obligations and asset liquidation to representing the company before competent authorities.
6.2. Benefits of Choosing Lexconsult & Partners as Your Dissolution Advisor
| Benefit | Detailed Description |
|---|---|
| Accurate, up-to-date legal consultation | LexConsult lawyers continuously update new regulations under the Law on Enterprises 2025, Decree 168/2025/NĐ-CP, and Circular 64/2025/TT-BTC. |
| Full legal representation throughout the process | From dossier preparation, asset liquidation, and tax clearance to final confirmation of “dissolved” status. |
| Faster dossier processing | Typically completed within 30–45 days — 20–30% faster than self-processing. |
| Strict confidentiality | Commitment not to disclose corporate data, financial information, or internal documents. |
| Post-dissolution legal assistance | Guidance on tax code termination, bank account closure, and proper electronic record storage. |
6.3. Company Dissolution Support Process at Lexconsult & Partners
Step 1: Receive client requests via email, hotline, or in-person consultation.
Step 2: Corporate lawyers review the company’s legal status, tax obligations, social insurance, and financial liabilities.
Step 3: Prepare the complete dissolution dossier, including the dissolution resolution, meeting minutes, and asset liquidation report.
Step 4: Represent the company in dealings with the Business Registration Office, Tax Authority, and Social Insurance Agency.
Step 5: Monitor, supplement, and finalize the dossier until the “dissolved” status is officially confirmed in the National Business Registration Database.
Step 6: Deliver results and provide post-dissolution guidance (tax code closure, bank account termination, document archiving).
With an experienced team of corporate lawyers, Lexconsult & Partners has successfully assisted hundreds of clients in Ho Chi Minh City, Hanoi, Da Nang, and other provinces in completing company dissolution procedures quickly, lawfully, and efficiently.
6.4. Lexconsult & Partners’ Commitments to Clients
– Fast, accurate, and timely dossier processing.
– Direct legal representation before competent state authorities.
– One-on-one support with a dedicated lawyer handling each case.
– Free initial consultation and detailed quotation before contract signing.
– Money-back guarantee if the dissolution procedure is not properly completed according to legal regulations.
7. FAQ – Frequently Asked Questions About Company Dissolution Procedures
How long does company dissolution take?
→ Typically, the dissolution of an LLC or JSC takes 30–45 days, depending on tax clearance and asset liquidation progress.
Is tax finalization required for company dissolution?
→ Yes. The enterprise must complete all tax finalization and obligations before the Business Registration Office updates the “dissolved” status.
What documents are required for company dissolution?
→ A complete dossier includes the dissolution resolution, meeting minutes, asset liquidation report, list of employees fully paid, tax clearance confirmation, and the original Enterprise Registration Certificate.
Can a company be dissolved online?
→ Yes. The company can submit its dissolution dossier through the National Business Registration Portal and will be exempt from fees under Circular 64/2025/TT-BTC.
Is there any difference between dissolving an FDI company and a local company?
→ Yes. FDI companies must terminate their investment projects at the Department of Planning and Investment before filing the dissolution dossier.
What is the difference between dissolution and bankruptcy?
→ Dissolution occurs when a company voluntarily ceases operations after fulfilling all obligations, while bankruptcy involves insolvency and a court declaration.
Are there penalties for not conducting proper dissolution procedures?
→ Yes. Under Decree 122/2021/NĐ-CP, companies may be fined VND 20–30 million for failing to dissolve according to regulations.
Should company records be kept after dissolution?
→ Yes. Enterprises must keep dissolution records for at least 10 years for inspection or future reference.
The company dissolution process for LLCs and JSCs requires precision and full legal compliance. Even minor errors in tax, insurance, or filing deadlines can cause months of delay.
With years of experience in corporate legal advisory and representation, Lexconsult & Partners provides end-to-end dissolution services — from dossier preparation, asset liquidation, and tax finalization to tax code termination — ensuring a fast, lawful, and absolutely secure process.
📞 Hotline: 0938 507 287
📧 Email: info@lexconsult.com.vn
Lexconsult & Partners – Your Corporate Lawyers, by Your Side in Every Legal Stage.
**Related Articles:**
– [Business Dispute Lawyers in Ho Chi Minh City – Professional & Trusted Legal Services | Lexconsult]
– [Step-by-Step Guide: Business Registration Amendment Procedures in 2025 under New Regulations]
– [Converting a Household Business into a Company in 2025: Procedures, Costs & Benefits]
