Closing a Vietnam company properly
In Vietnam, dissolution comes last: the tax position, invoices, staff and permits are settled first, and the business registration is dissolved once they are.
A Vietnam company that has stopped trading still has filing obligations until it is dissolved. Dissolution is the last step of a sequence: the tax position, invoices, staff and permits are settled first, and the business registration is dissolved once they are.
Understand what dissolution requires
A company can be dissolved when it has paid its debts and other obligations and is not involved in a dispute before a court or arbitration. The owners adopt a dissolution decision, which is sent to the business registration authority, the tax authority and the employees, and the company then settles its obligations in a set order: amounts owed to employees first, then taxes, then other debts. (Law on Enterprises 2020, No. 59/2020/QH14, Articles 207–208)
Once the decision is adopted, the company should not take on new business unrelated to the dissolution.
Settle the tax position first
The tax authority closes the company's tax code only once the books are up to date, the final returns and the tax finalisation are filed, and any tax and late-payment penalties are paid. For many companies this is the longest part of the closure, especially where returns were missed or the books were not kept.
Close invoices, staff and permits
- Electronic invoices. Unused electronic invoices are dealt with so the tax position can close.
- Staff. Labour contracts end and social insurance is finalised for every employee.
- Permits. Business or sub-licences linked to the activity are closed with the company.
- Investment project. A foreign-invested company may also need to terminate its investment project.
Check readiness before you file
Before the dissolution filing, confirm: the books and returns are current; tax and penalties can be settled; invoices are closed; staff contracts and social insurance are finalised; permits are closed; and the owners' decision is in the required form. Each gap found now is one fewer reason for the tax authority or the registration office to return the file.
Keep the closed-file record
Keep the dissolution decision, the tax authority's notice closing the tax code, the social insurance closure and the dissolution confirmation together. The owners may need them later, for example to show that a former company was closed properly.