Dissolution in Vietnam is understood as enterprises established under Vietnamese laws that have declared dissolution and in which all commercial activities ended, while at the same time completed all personal obligations and individual debts prior to declaring dissolution in Viet Nam.

According to Article 3.22 of the 2020 Law on Investment:

“foreign-invested business organization” is an organization in which members or shareholders are foreign investors”

Furthermore, conducting commercial activities in Vietnam requires businesses to meet all of the requirements outlined in Vietnamese law regarding the formation and dissolution of businesses.

An enterprise may be dissolved in the following cases:

Step 1: Project termination

Enterprises must submit an activity termination decision of the investment project (with the investment registration certificate attached) to the Investment Registration Agency within 15-days upon the decision being made.

The estimative period of the completion of investment project termination is 15-days post submission of the appropriate Dossiers.

Step 2: Approval of the resolution and decision to dissolve the enterprise

Step 3: Member’s Council and/or the Chairman of the Board directly organizes the enterprise’s property liquidation, unless the company’s charter requires establishment of a separate liquidation organization.

Step 4: Submit the resolution or decision on dissolution and the minutes of the meeting shall be sent to the business registration authority, tax authority, and the enterprise’s employees.  Additionally, the announcement of dissolution must be posted on the National Enterprise Registration Portal, displayed at the enterprise’s headquarters, branches, and representative offices.

In the event the enterprise has remaining unsettled debts, the resolution or decision and the debt payment plan must be submitted to creditors and persons with related rights, obligations and interest

Step 5: The business registration authority shall post a notification that an enterprise is undergoing dissolution, as well as the dissolution resolution or decision and debt payment plan (if any), on the National Enterprise Registration Portal immediately after the resolution or decision is received (if any);

Step 6: Procedures with the Tax Agency

Enterprises must submit Forms to the Tax Agency for tax finalization and tax identification number closeure.

Upon receiving confirmation from the Tax Agency where the business’s headquarters is located and that there are no tax obligations, the Tax Agency will close the tax identification number.

Step 7: Submit the dissolution registration to the enterprise

Enterprises must send a business dissolution registration to the Registration Agency where the enterprise headquarters is located within 5-days post completion of all of the enterprise’s debt obligations.

Notice: Before submitting the enterprise dissolution Registration, enterprises must terminate all branch activities, representative offices, and the enterprise’s register located at the Investment Registration Agency.

Processing time: after 5 working days the Investment Registration Agency will update the legal status of the dissolutioned enterprise on the National Database with respect to enterprise registration

In conclusion, this study hightlights the procedures for dissolving enterprises of foreign-invested firms in Vietnam. Any concerns or need for assistance pertaining to the dissolution procedure, please contact us by phone +84-916-545-618 or email hung.le@cnccounsel.com and thanh.tran@cnccounsel.com.