COMPANY DISSOLUTION IN VIETNAM: A COMPLETE GUIDE FOR FOREIGN OWNERS — AND FULL-SERVICE HELP TO GET IT DONE

Golden Star Accounting & Consulting — 15+ years closing companies in Vietnam for foreign investors. Licensed tax agent. Full English support. We can handle everything even if you have already left the country

1. Who this guide is for

If you own or represent a company in Vietnam that you no longer wish to operate, this guide is written for you. It covers what the law requires, what usually goes wrong, how long the process realistically takes, what it costs, and how our firm can take the whole thing off your hands.

We wrote it specifically for foreign owners, because the situations we see most often involve circumstances that guides written for Vietnamese businesses simply do not address: an investor who has already returned home and cannot easily travel back; a regional office that was set up years ago and quietly went dormant; a joint venture that ended without anyone formally closing the entity; a foreign legal representative who has no idea that unpaid corporate tax can prevent them personally from boarding a flight out of Vietnam.

If any of that sounds familiar, the important thing to understand up front is this: in Vietnam, a company does not close itself. Walking away does not end your obligations — it compounds them. Company dissolution in Vietnam is a formal process, and until it is completed, the entity legally exists and continues to accrue filing obligations and penalties.

2. What dissolution means in Vietnam, and the law that governs it

Dissolution is the legal termination of a company's existence, carried out through the procedure set by law. It is not the same as bankruptcy: bankruptcy arises from insolvency and is decided by a court, while dissolution is normally a voluntary decision by the owners and can only be completed once every financial obligation has been settled in full.

The process is governed by the Law on Enterprises, the Law on Tax Administration and — for foreign-invested entities — the Law on Investment, together with their implementing decrees and circulars.

Here is the point most owners underestimate. Closing a company in Vietnam requires clearing two separate authorities, in sequence. First, the tax authority must confirm that all tax obligations are discharged and deactivate your tax code. Second, the business registration authority updates your status to “dissolved” in the national database. You cannot do the second without the first, and doing neither leaves the company alive on paper.

That sequencing is why dissolution takes months rather than weeks, and why the tax stage — not the paperwork — determines your timeline.

3. Dissolution, suspension, or selling the company: choosing your exit

Before committing to dissolution, it is worth confirming it is the right route. Three options exist, and they lead to very different outcomes:

• Temporary suspension of business. The company stops trading for a defined period but continues to exist and can resume later. This suits owners who genuinely expect to return to the market. It reduces, but does not eliminate, compliance obligations, and it cannot be extended indefinitely — at some point you must either resume or close.
• Selling or transferring the company. Transferring shares or capital contribution to a new owner keeps the entity alive and passes it on, along with its history and its liabilities. If your company holds valuable licenses, long-term contracts, a clean compliance record, or a hard-to-obtain business line, a sale can realize more value than closing. Note that transfers to foreign buyers may require approval, and the transaction carries its own tax consequences.
• Dissolution. A definitive end. The entity ceases to exist, obligations are closed out, and neither the company nor its representatives carry residual exposure. Where there is no realistic plan to trade again and no buyer, this is the cleanest and cheapest option over the long run.

We assess your circumstances honestly at the outset and will tell you if suspension or a sale would serve you better than dissolution. Recommending the wrong route helps nobody, and we would rather keep a client than win a fee.

4. When a company must be dissolved

Under the Law on Enterprises, a company is dissolved in the following circumstances:

• The operating term stated in the company charter expires and no extension is decided.
• A resolution or decision is passed by the owner of a private enterprise, the Members' Council of a partnership, the Members' Council or owner of a limited liability company, or the General Meeting of Shareholders of a joint stock company. This voluntary route is by far the most common.
• The company falls below the minimum number of members required by law for six consecutive months without converting its corporate form.
• The Enterprise Registration Certificate is revoked, or a court orders dissolution — the compulsory route — unless the Law on Tax Administration provides otherwise.

Identifying the correct ground at the outset determines which documents you prepare and in which order. Getting it wrong means filings returned for correction, which is the single most common cause of avoidable delay.

5. The one condition that stops most closures: clearing all debts

A company may only be dissolved once it has settled all debts and other property obligations in full, and is not party to ongoing proceedings before a court or arbitration body. Debts are settled in this order of priority:

• Unpaid salaries, severance allowances, social insurance, health insurance and unemployment insurance contributions, and other employee entitlements under collective labor agreements and signed employment contracts.
• Tax debts.
• All remaining debts — suppliers, partners, banks and others.
• Only what remains after all of the above is distributed to owners, members or shareholders. Relevant managers and the company bear joint liability for these debts, which is worth reading twice: liability does not automatically stop at the corporate veil.

In practice, the employee tier is where foreign owners are most often caught out. Severance and social insurance arrears from staff who left months or years earlier are frequently overlooked, and they must be settled before the closure can proceed.

6. Tax obligations and the exit ban risk for foreign nationals

Tax is the single biggest bottleneck in any dissolution, and for foreign owners it carries a consequence that is genuinely personal. Vietnamese law provides that:

• Where a company ceases operations or abandons its registered address without settling its tax obligations, the outstanding tax is payable by the owner of the private enterprise, the owner of a single-member limited liability company, contributing shareholders and members, or general partners, depending on the corporate form.
• An individual who is the legal representative of a company subject to enforcement of an administrative tax decision may be temporarily suspended from exiting the country. The same applies to Vietnamese nationals emigrating abroad and to foreign nationals departing Vietnam who have not discharged their tax obligations, once the debt and its duration exceed the thresholds set by the Government.
• Read plainly: if you are the foreign legal representative of a Vietnamese company with unpaid tax, you can be stopped at the airport. Not the company — you. Travelers have discovered this at immigration on the way to a flight, which is not the moment anyone wants to learn about a tax assessment from three years ago.

This is why we push back firmly on the idea of leaving a dormant company alone. The exposure does not sit quietly in a filing cabinet in Ho Chi Minh City. It follows the individual, and it surfaces at the worst possible time.

7. The extra steps that apply to foreign-owned (FDI) companies

A foreign-invested enterprise carries obligations beyond those of a purely domestic company. Missing any of them will stall the closure:

7.1. Terminating the investment project

An FDI company must terminate its investment project and have the Investment Registration Certificate (IRC) withdrawn by the investment registration authority — either before, or in parallel with, the corporate dissolution. Which authority handles this depends on where the project sits: the management board of the relevant industrial or export processing zone if the company is located inside a zone, or the city or provincial investment authority if outside.

7.2. Repatriating capital and profits

Tax obligations must be discharged, financial statements audited where audit is mandatory, and foreign exchange regulations observed when transferring remaining capital and profits out of Vietnam. Plan this early. Money that cannot be moved because a step was skipped is money stuck in a bank account belonging to a company you are trying to close.

7.3. Work permits, temporary residence cards and visas

Employment contracts must be terminated properly and the immigration documents of foreign staff dealt with. Where the legal representative's own residence status is tied to the company, the sequencing matters — closing the entity too early can leave individuals without valid status.

7.4. Language and process

Every form is in Vietnamese. Every meeting with the tax authority is in Vietnamese. Explanations of accounting treatment from five years ago need to be made in Vietnamese, by someone who understands both the numbers and how the tax officer will read them. This is the practical reason most foreign owners use a bilingual firm rather than attempting the process directly.

8. What actually goes wrong: problems foreign owners run into

On paper the procedure looks manageable. These are the things that turn a three-month closure into a two-year one:

• Records scattered or missing. The accountant left. The office closed. Invoices, contracts and supporting documents sit in a box nobody can locate. Reconstructing them is usually the longest item on the critical path — longer, often, than the official processing time itself.
• Years of unfiled returns. A dormant company still has filing obligations. Every missed quarterly and annual return must be filed retroactively before tax finalization can even begin, and each one may carry a penalty.
• A locked tax code. Companies that stopped operating at their registered address are frequently flagged by the tax authority. The tax code must be reinstated before it can be properly closed — an extra stage many owners do not anticipate.
• Tax finalization surprises. The tax authority reviews VAT, corporate income tax and personal income tax before permitting closure. Deductions taken years ago, invoices from suppliers who have since disappeared, and related-party transactions all get scrutinized. Handled poorly, this invites assessments and penalties.
• The wrong sequence. Branches and representative offices must be closed before the parent company. The IRC must be dealt with. The tax code must close before the registration filing. Owners who attempt the steps out of order lose months.
• Distance. An owner in Seoul, Singapore or Sydney cannot attend a Tuesday morning meeting at a district tax office. Without a local representative holding a proper power of attorney, the process simply stops.

9. The dissolution procedure, step by step

Step 1: Pass the dissolution resolution

The owner, Members' Council or General Meeting of Shareholders adopts the dissolution decision, setting out the reason, the timeline, the procedure for liquidating contracts, the plan for settling debts, and the treatment of employee entitlements.

Step 2: Notify and publish the decision

Within seven working days of adoption, the resolution and meeting minutes go to the business registration authority, the tax authority and the company's employees. The decision is published on the National Business Registration Portal and posted at the head office, branches and representative offices. Where financial obligations remain outstanding, a debt settlement plan must reach creditors and other interested parties.

Step 3: Liquidate assets and settle debts

The company liquidates its assets, collects receivables, and pays employees, insurance authorities and creditors in the statutory order of priority. Careful reconciliation at this stage determines the accuracy of everything that follows.

Step 4: Complete tax finalization and close the tax code

The decisive stage. All outstanding returns and reports are filed, tax finalization is carried out for VAT, corporate income tax and personal income tax, and any tax and penalties due are paid. The tax authority then issues confirmation that obligations have been discharged and deactivates the tax code. Nothing further can happen until this notice is in hand.

Step 5: File the dissolution dossier with the business registration authority

Within five working days of settling all debts, the legal representative files the dissolution dossier. Filings are made online through the National Business Registration Portal. The authority updates the company's legal status to “dissolved” in the National Enterprise Registration Database, where it can be verified publicly.

Step 6: Return the seal and close out the remainder

Companies incorporated before July 1, 2015 that use a police-issued seal must return the seal and its certificate. Remaining tasks include canceling unused invoices, closing bank accounts and terminating the digital signature certificate.

10. Documents you will need

The exact list depends on the corporate form and your circumstances, but generally includes:

• A copy of the Enterprise Registration Certificate, and the Investment Registration Certificate for FDI companies.
• The dissolution resolution, decision and meeting minutes.
• The notice of dissolution.
• Financial statements, accounting books, invoices and supporting documents, and tax filings for every year of operation.
• The asset liquidation report, together with the list of creditors and debts settled — including tax, social insurance and employee entitlements.
• The list of employees and any other supporting records.

What most often causes a dossier to be rejected is not the list itself but the figures inside it: financial statements, returns and finalization data must reconcile and be complete. Where documents genuinely cannot be recovered, they can often be substituted or explained — but that has to be planned deliberately, not discovered at the counter.

11. Already left Vietnam? How remote handling works

A large share of our dissolution clients are no longer in Vietnam when they engage us. Some closed their operation and went home years ago. The common question is whether they need to fly back. In almost every case, the answer is no.

With a properly executed power of attorney, online tax and registration filings, and courier-based document handling, the entire process can be run without your physical presence. Here is how it works in practice:

• Remote assessment. We speak by video call or email, review scans of whatever documents you have, and give you an honest read on the company's position and what the closure will involve.
• Power of attorney. We prepare the authorization documents. Depending on your country, these may need notarization and consular legalization — we tell you exactly what is required and walk you through it.
• Document transfer. Original records travel by tracked courier. Where originals are lost, we advise on what can be reconstructed and what needs to be explained to the authorities.
• We handle Vietnam. All meetings with the tax authority, all explanations of your historical figures, all filings and all follow-up are done by our team here, in Vietnamese, on your behalf.
• Progress reports in English. You receive regular updates in plain English, so you know where things stand without having to interpret Vietnamese correspondence.
• Delivery. The tax code closure notice and confirmation of dissolution are sent to you by email and courier, along with the complete document pack for your records.

If you are still in Vietnam, you are of course welcome at our office in Ho Chi Minh City, or we can collect documents from your premises. Either way, the amount of your time this consumes should be measured in hours, not months.

12. Our full-service dissolution package

You provide the initial information and records; our accounting, tax and legal specialists handle everything else through to the final result. Our company dissolution services cover:

• Advice before you commit: an assessment of your tax and accounting position, the optimal route, and a realistic estimate of cost, time and risk.
• Drafting the full dossier: dissolution decision, meeting minutes, notice of dissolution, asset liquidation report and creditor list.
• Reviewing and completing accounting records, financial statements and outstanding returns for prior years; reinstating a locked tax code where necessary.
• Representing you before the tax authority: explaining figures, supporting tax finalization, resolving tax arrears and penalties, and closing the tax code.
• Filing the dissolution dossier and following it through until your status is updated to “dissolved”.
• For FDI clients: terminating the investment project and IRC, and supporting the repatriation of remaining capital and profits.
• Returning the seal, canceling invoices, closing bank accounts and terminating the digital signature certificate.

13. Service fees

Fees depend on the corporate form, years in operation, the state of the accounting records and revenue generated. The table below is indicative, in thousands of Vietnamese dong (VND 1,000). Revenue is measured from incorporation, or from the most recent tax finalization inspection, up to the dissolution date:

13.1. Company dissolution

(Revenue is calculated from the time of establishment or from the time the tax authority checks the most recent tax settlement to the time of dissolution).

No	Total revenue	Consulting and document preparation fee (Package 1) VND1.000	Tax procedure  fee (Package 2) VND1.000	Total service fee (Package 1+ Package 2) VND1.000
1	No revenue	6.000	6.000	12.000
2	Revenue <0,5 Billion	6.000	12.000	18.000
3	Revenue <1 Billion	6.000	19.000	25.000
4	Revenue <2 Billion	8.000	22.000	30.000
5	Revenue <5 Billion	10.000	30.000	40.000
6	Revenue <10 Billion	10.000	50.000	60.000
7	Revenue <20 Billion	15.000	80.000	95.000
8	Revenue <30 Billion	20.000	90.000	110.000
9	Revenue <50 Billion	30.000	120.000	150.000
10	Revenue >50 Billion	50.000	negotiation

Not included: VAT, digital signature fees, supplementary tax filings, bookkeeping, preparation of financial statements, tax finalization filings and statutory audit where applicable; and any tax arrears, penalties or late-payment interest owed by the company. These are minimum indicative figures — send us your details and we will quote your actual case.

13.2. Closing a branch, representative office or business location

No.	Unit (dependent accounting)	Fee	Note
1	Branch / representative office	From 5,500	Same province or city as the parent company
2	Branch / representative office	From 8,500	Different province or city from the parent company
3	Business location	From 4,500

 

14. How long it takes

The timeline is driven almost entirely by tax finalization. Indicative durations in working days:

Step	Activity	Working days
1	Notifying the competent authorities of the dissolution decision	5 – 10
2	Tax finalization, asset liquidation and debt settlement, through to confirmation that tax obligations are discharged	30 – 150
3	Filing the dissolution dossier with the competent authority	5 – 10
	Total estimated duration	40 – 170

In practice, a full dissolution takes between one and twelve months. A company with complete records and no arrears sits at the fast end. A company with several years of unfiled returns, a locked tax code and missing documents sits at the slow end — and the honest answer is that we cannot compress the tax authority's review, only make sure nothing we submit sends it backward.

15. Why foreign investors choose Golden Star

• A licensed tax agent, not just a paperwork service. Golden Star holds certificates of eligibility issued by the competent Vietnamese authorities for both accounting services and tax procedure services — a meaningful distinction at the tax finalization stage, which is where dissolutions succeed or stall.
• More than 15 years of experience. We have supported thousands of clients across many industries, including a substantial number of foreign-invested enterprises.
• Depth in accounting and tax. Our strength is the hardest part of the process: reconciling historical figures and getting finalization approved, rather than only drafting documents.
• A qualified team. Lawyers, certified accountants and tax consultants with substantial hands-on experience.
• Built for remote clients. Our process assumes you may be in another country and another time zone. Updates come in English; nothing requires you to interpret Vietnamese correspondence.
• Fixed-scope pricing and confidentiality. A clear quotation up front with no hidden charges beyond your actual tax and penalty liabilities, and strict confidentiality over your financial data.

16. How we work with you

• Initial review and quotation. Send us your company details by email or Zalo. We assess your position and quote for the work.
• Service agreement. We agree the scope, fees, timeline and responsibilities in writing before anything begins.
• Advice, drafting and filing. We tell you exactly which records we need, draft the dossier for your signature, and file under your authorization.
• Tax finalization. We represent you before the tax authority, resolve outstanding obligations and secure tax code closure.
• Results delivered. We complete the registration formalities and hand over the outcome and all related documents.

17. What you receive at the end

• Your tax code is deactivated and your company's status is updated to “dissolved” in the national business registration database, publicly verifiable.
• All tax obligations and liabilities to employees and creditors are settled definitively, leaving no residual legal exposure.
• You and your fellow owners are clear of flagged records and the risk of an exit ban, and free to pursue new ventures in Vietnam or elsewhere.
• Your investment project is terminated lawfully and remaining capital and profits are handled in line with foreign exchange rules.
• A complete document pack for your records, with no further penalties accruing and the matter genuinely finished.

18. Frequently asked questions

Q1: Do I need to travel to Vietnam to close my company?

In almost all cases, no. With a properly executed power of attorney, we handle every meeting, filing and explanation on your behalf. Depending on your country of residence, the authorization documents may require notarization and consular legalization, and we guide you through that.

Q2: I am a foreign national and the legal representative. What happens if tax is left unpaid?

You may be temporarily suspended from leaving Vietnam until the tax obligations are discharged. This applies to the individual, not only the company, and it is the single strongest reason to complete a proper closure rather than leaving the entity dormant.

Q3: My company never generated revenue. Does it still need to be dissolved?

Yes. A dormant company still must file tax returns and periodic reports. Formal dissolution is the only lawful way to end those obligations and stop penalties from accumulating.

Q4: My company's tax code has been locked. Can it still be dissolved?

Yes, but the tax code must first be reinstated, all outstanding filings brought up to date, and all tax and penalties paid. Only then can the application for tax code closure be submitted.

Q5: Can a company that still owes tax or third-party debt be dissolved?

No. All tax debts and third-party debts must be settled first. This includes employee severance and social insurance arrears, which are frequently overlooked.

Q6: Must branches and representative offices be closed first?

Yes. Branches, representative offices and business locations must be closed before the parent company can be dissolved.

Q7: What happens to the money left in the company bank account?

It can be repatriated once tax obligations are discharged and, where applicable, financial statements audited, subject to foreign exchange regulations. Plan this before the account is closed rather than after.

Q8: Who is responsible for the accuracy of the dissolution dossier?

The legal representative, the owner, members of the Members' Council or Board of Management, and the Director or General Director. Where a dossier is falsified, these individuals bear joint liability for five years from the date of filing.

Q9: How long does tax finalization take?

It is the longest stage and can exceed 60 working days, depending on how complete your records are and the tax authority's processing time.

Q10: Can I verify that my company has actually been dissolved?

Yes. The National Business Registration Portal displays a “dissolved” status for companies that have completed the process, so you can confirm it independently.

Q11: How are your fees calculated?

They depend on the corporate form, years in operation, the state of the accounting records and revenue generated. Section 13 gives indicative figures; we quote each case individually after reviewing your details.

19. Contact us

Closing a company properly is not a matter of submitting one form. It is the process of clearing every financial and legal obligation the business created, in the right order, with the right authorities. Done correctly the first time, it saves considerable money and removes a risk that otherwise follows you personally. If you need to dissolve a company in Vietnam — whether you are here or on the other side of the world — we would be glad to help. The first conversation costs nothing.

GOLDEN STAR ACCOUNTING AND CONSULTING CO., LTD

Head office: 9 Phan Ke Binh Street, Tan Dinh Ward, Ho Chi Minh City, Vietnam. Tel: 028.7300.3448

Binh Thanh office: P7-38.17, Park 7 Tower, Vinhomes Central Park, 720A Dien Bien Phu, Ho Chi Minh City. Tel: 028.3620.8435

Mobile / Zalo: 0914.19.07.07 – 0942.05.04.07

Email: ngocthu@ketoansaovang.com

Website: ketoansaovang.com.vn

GOLDEN STAR — COMPANY DISSOLUTION IN VIETNAM, DONE PROPERLY