Tiếng ViệtIn a constantly changing business environment, many enterprises choose to temporarily suspend operations to restructure, reduce costs, or wait for more favorable market conditions. However, business suspension is not merely an internal decision — it is a mandatory legal procedure that enterprises must follow to avoid administrative penalties and maintain their legal status.
So, what are the steps involved in the Business Suspension procedure? What documents need to be prepared, and can the process be completed online?
In this article, Lexconsult & Partners will guide you through the procedure, timeline, fees, and key legal notes for a lawful business suspension, along with practical insights from our experienced corporate lawyers.
1. Legal Basis & Definition of Business Suspension
1.1. Definition of Business Suspension under the Law on Enterprises
According to Article 206 of the Law on Enterprises 2020 (Consolidated Document No. 67/VBHN-VPQH) and Article 60 of Decree No. 168/2025/NĐ-CP, business suspension refers to a situation in which an enterprise temporarily ceases its operations for a specific period but must notify the Business Registration Authority no later than 03 working days before the suspension date.
During the suspension period, the enterprise is still required to:
– Fulfill all tax and social insurance obligations arising before the suspension date;
– Perform existing contractual obligations, unless otherwise agreed by the parties;
– Remain subject to state supervision, and may be requested to suspend or terminate operations if failing to comply with legal requirements.
1.2. Legal Basis for Business Suspension Procedures
The current legal framework governing business suspension procedures includes:
– Law on Enterprises 2020 (Consolidated Document No. 67/VBHN-VPQH) — stipulates principles, rights, and obligations of enterprises during suspension;
– Decree No. 168/2025/NĐ-CP — provides detailed guidance on procedures for registering business suspension and resumption of operations;
– Decree No. 122/2021/NĐ-CP — regulates administrative penalties for failure to notify suspension or for violations of statutory deadlines.
2. Procedure for Business Suspension: Required Documents & Implementation Process
The right to temporarily suspend business operations is granted under Article 206 of the Law on Enterprises 2020, with detailed procedures provided in Articles 60 and 61 of Decree No. 168/2025/NĐ-CP. However, this is a mandatory administrative procedure that must be conducted in accordance with prescribed timelines, documentation, and formats to avoid administrative penalties under Decree No. 122/2021/NĐ-CP.
2.1. Required Documents for Business Suspension
Depending on the type of suspension, the dossier to be submitted varies:
(a) Voluntary business suspension (initiated by the enterprise)
According to Article 60 of Decree No. 168/2025/NĐ-CP, the dossier includes:
– Notice of Business Suspension (Form Appendix II-19 attached to Decree No. 168/2025/NĐ-CP);
– Internal Resolution or Decision, specifically:
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- From the Owner (for a single-member limited liability company);
- From the Members’ Council (for a multi-member limited liability company or partnership);
- From the Board of Directors (for a joint-stock company);
– Power of Attorney for the authorized representative (if not submitted by the legal representative).
(b) Business suspension required by competent state authorities
Under Article 61 of Decree No. 168/2025/NĐ-CP, the enterprise is not required to submit a voluntary dossier. The Business Registration Office will issue a suspension or termination notice based on an official written request from a competent authority (e.g., the tax department, police, court, or specialized management agency).
(c) Dossier for resumption of business after suspension
Before the suspension period expires, the enterprise must submit a Notice of Resumption of Business or a Request for Extension of Suspension (in the prescribed form) to the Business Registration Office where its head office is located.
2.2. Procedure for Business Suspension (Online or In-Person Submission)
Enterprises may choose to submit their dossiers in person at the Business Registration Office or online via the National Business Registration Portal at https://dangkykinhdoanh.gov.vn.
(a) Procedure for voluntary suspension
Under Article 60 of Decree No. 168/2025/NĐ-CP, the process includes:
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Step 1: Prepare a valid business suspension dossier according to regulations.
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Step 2: Submit the dossier to the Business Registration Office (in person or online).
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Step 3: The authority reviews the dossier within 01 working day from the date of receipt.
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Step 4:
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If valid → Issue a Certificate of Business Suspension;
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If invalid → Issue a Request for Supplementation/Amendment within 01 working day.
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Step 5: Update the enterprise’s legal status in the National Business Registration Database (NBRD) to “Business Suspension” for the company, its branches, representative offices, or business locations.
(b) Procedure for suspension required by authorities
Under Article 61 of Decree No. 168/2025/NĐ-CP, the process includes:
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Step 1: The Business Registration Office receives a written request from a competent authority.
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Step 2: Within 03 working days, it issues a notice requiring the enterprise to suspend or cease operations.
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Step 3: If the enterprise fails to comply, the office may request a report in accordance with Article 216 of the Law on Enterprises 2020.
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Step 4: Update the enterprise’s legal status in the NBRD and publicly announce it on the National Business Registration Portal.
2.3. Duration of Business Suspension and Renewal Regulations
According to Article 60 of Decree No. 168/2025/NĐ-CP, the suspension duration is regulated as follows:
– Maximum duration per suspension: 12 months per notice.
– Renewal: Unlimited, provided the enterprise submits a valid renewal notice before expiry.
– Notification deadline: The enterprise must submit a notice of continuation or resumption at least 03 working days before the registered end date of suspension.
Legal consequences of non-compliance:
If an enterprise remains inactive without submitting the required notice, the Business Registration Office may:
– Impose administrative fines of VND 10–15 million under Article 50 of Decree No. 122/2021/NĐ-CP;
– Record inaccurate legal status in the NBRD, affecting its reputation and transactions with partners, banks, and tax authorities.
3. Fees and Penalties Related to Business Suspension
When applying for business suspension, enterprises must pay registration and publication fees in accordance with the Ministry of Finance’s regulations. In cases of late notification or improper filing, administrative fines may apply.
3.1. Business Suspension Registration Fees
According to Circular No. 64/2025/TT-BTC (amending Circular No. 47/2019/TT-BTC), the fees are as follows:
| Type | Amount (VND/each) | Legal Basis |
|---|---|---|
| Business Suspension Registration Fee | 25,000 | Circular No. 64/2025/TT-BTC; Circular No. 47/2019/TT-BTC |
| Publication Fee on the National Portal | 100,000 | Circular No. 64/2025/TT-BTC; Circular No. 47/2019/TT-BTC |
| Fee Exemption | 100% exemption for online submissions at dangkykinhdoanh.gov.vn | Circular No. 64/2025/TT-BTC |
Notes:
– The above fees apply for each registration of suspension or resumption.
– For online submissions, enterprises only need to pay the publication fee (if applicable).
3.2. Penalties for Violations Related to Business Suspension
Enterprises that fail to notify or submit suspension notices late will be sanctioned under Article 50 of Decree No. 122/2021/NĐ-CP.
| Violation | Penalty (VND) | Legal Basis |
|---|---|---|
| Failure to notify the Business Registration Office of suspension | 10,000,000 – 15,000,000 | Article 50, Decree No. 122/2021/NĐ-CP |
| Late submission of suspension notice (less than 3 working days before suspension) | Warning or up to 10,000,000 | Article 50, Decree No. 122/2021/NĐ-CP |
| Failure to publish suspension status on the National Portal | 5,000,000 – 10,000,000 | Article 50, Decree No. 122/2021/NĐ-CP |
3.3. Legal Consequences of Violating Suspension Procedures
Failure to comply with business suspension procedures not only results in administrative penalties but may also severely affect:
– The enterprise’s legal credibility with business partners and banks;
– Its legal status on the National Business Registration Database (NBRD) — possibly marked as “not operating at registered address”;
– Its ability to carry out other procedures, such as amending investment certificates, registering new business lines, dissolving, or resuming operations.
4. Key Notes for Enterprises During Business Suspension
Before initiating business suspension procedures, enterprises must note that suspension does not mean exemption from all legal obligations. During this period, the enterprise must still fulfill its tax, insurance, and contractual obligations and update its legal information to avoid penalties or potential risks when resuming operations.
4.1. Tax Obligations During Business Suspension
According to the Law on Tax Administration 2019 and guidance from the General Department of Taxation, when an enterprise suspends its operations, it must observe the following:
– The enterprise must complete tax declarations and payments arising up to the suspension date (including VAT, CIT, PIT, etc.).
– If the latest tax report has not yet been submitted, it must be filed before submitting the suspension notice.
– During suspension, if there are no business activities, the enterprise is exempt from periodic tax declarations, but must ensure a valid suspension notice is filed with the tax authority.
– If the enterprise fails to notify the tax authority, the tax system will continue to calculate late payment interest and tax arrears, creating complications upon resumption of operations.
It is strongly recommended to review all tax declarations, invoices, and tax reconciliation reports before submitting the suspension dossier to avoid errors or administrative fines.
4.2. Handling Invoices and Contracts During Suspension
If the enterprise still has invoices, contracts, or ongoing obligations at the time of suspension, it must handle them carefully to ensure legal compliance:
– Unused paper or e-invoices must be reported or canceled with the tax authority under Decree No. 123/2020/NĐ-CP and Circular No. 78/2021/TT-BTC.
– For ongoing contracts, the enterprise should notify partners in writing about the suspension period and agree on revised timelines and obligations.
– If contracts need to be suspended, the enterprise should execute a contract addendum or supplemental agreement to avoid being deemed in breach of civil or commercial obligations.
– If obligations are assigned to another party during suspension, a lawful authorization agreement must be executed.
Keep all notices, emails, and meeting minutes with partners — these serve as key evidence in case of future disputes once the enterprise resumes operations.
4.3. Social Insurance & Labor Obligations During Suspension
Under the Law on Social Insurance 2014 and Official Letter No. 1734/BHXH-BT, an enterprise may temporarily suspend contributions to Social Insurance (SI), Health Insurance (HI), and Unemployment Insurance (UI) during its business suspension if it meets the following conditions:
– There are no employees working at the time of suspension;
– A written notification of suspension is submitted to the social insurance authority, together with the certified suspension decision issued by the Business Registration Office.
If the enterprise still has employees, it must continue paying mandatory insurance contributions until the termination of their labor contracts.
Important notes:
– If the enterprise does not notify the SI authority, arrears and late payment interest will continue to accrue.
– Upon resumption of business, the enterprise must reactivate its social insurance registration code to resume contributions for its employees.
4.4. Other Practical Notes for Enterprises During Suspension
– Check bank accounts and payment status to prevent any unintended transactions during the suspension period.
– Update the suspension status on both the National Business Registration Portal (NBRP) and the enterprise’s official website, if applicable.
– Retain all suspension records, including decisions, notices, and confirmation documents, to demonstrate legal compliance during inspections or at a partner’s request.
5. Business Suspension Legal Services – Comprehensive Solutions from Lexconsult & Partners
During the process of business suspension, many enterprises encounter difficulties with legal documentation, tax obligations, social insurance procedures, or updates with the Business Registration Authority. Even a minor error in the application or a missed deadline may lead to administrative fines or negatively affect the enterprise’s legal status.
To minimize risks and save time, Lexconsult & Partners’ corporate lawyers offer a comprehensive business suspension consulting service, ensuring a fast – lawful – and efficient process.
5.1. Benefits of Using Lexconsult’s Business Suspension Consulting Service
– Preparation of suspension documents in full compliance with legal requirements — avoiding rejection by the Business Registration Authority.
– Comprehensive legal advice on tax, invoicing, social insurance, and contractual obligations during suspension.
– Online filing and monitoring of procedures so the enterprise may enjoy fee exemption under Circular No. 64/2025/TT-BTC.
– Representation before state authorities, helping the enterprise avoid travel and reduce administrative costs.
– Updating the company’s legal status on the National Business Registration Portal and providing advice on resumption procedures after the suspension period.
5.2. Why Choose Lexconsult & Partners
– Extensive experience in corporate, investment, and commercial law;
– A team of professional business lawyers well-versed in administrative procedures;
– Transparent legal services with clear, reasonable fees tailored to each enterprise’s needs and size;
– Nationwide online support, promptly assisting both FDI enterprises and domestic companies.
6. FAQ – Frequently Asked Questions About Business Suspension Procedures
Is it mandatory to complete the business suspension procedure?
→ Yes. The enterprise must notify the Business Registration Office in writing at least 03 working days before the suspension date. Failure to do so may result in a fine of VND 10–15 million under Decree No. 122/2021/NĐ-CP.
What is the maximum suspension period?
→ Up to 12 months per suspension. Extensions are allowed, provided the enterprise submits notice before the expiration date.
Do I need to pay taxes during the suspension period?
→ If there is no revenue, the enterprise is exempt from periodic tax payments, but must settle all outstanding tax obligations prior to suspension.
Can I register for suspension online?
→ Yes. Enterprises may submit applications via dangkykinhdoanh.gov.vn and enjoy a fee exemption for registration.
Is it necessary to notify the Social Insurance Agency?
→ Yes. If there are no employees remaining, the enterprise must send a notice to suspend SI, HI, and UI contributions to avoid being recorded as in arrears.
Can I suspend only a branch or business location?
→ Yes. Enterprises may suspend part of their operations (branch, representative office, or business location) and must submit separate notices for each unit.
What must be done when resuming business?
→ The enterprise must send a notice of business resumption to the Business Registration Office at least 03 working days before the resumption date.
Does Lexconsult provide business suspension services?
→ Yes. Lexconsult & Partners’ professional business lawyers assist with document preparation, submission, monitoring, and consultation on tax, social insurance, and contracts — ensuring the suspension process is fast, lawful, and secure.
Thus, business suspension is a practical solution when an enterprise needs time to restructure its finances, operations, or strategy. However, to avoid legal risks and maintain corporate credibility, strict compliance with suspension procedures is essential.
If you are uncertain about the required documents, process, tax obligations, or online business suspension registration, contact Lexconsult & Partners today.
With our comprehensive business suspension consulting service, our experienced corporate lawyers will support you from document preparation to submission and final confirmation, ensuring your business suspension is completed quickly, lawfully, and safely.
📞 Hotline: 0938 657 775
📧 Email: info@lexconsult.com.vn
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