Business Dissolution Procedures 2026: Process & Latest Requirements

Business dissolution is an important decision that marks the legal conclusion of business operations. This procedure is not merely the submission of documents; it requires the business to fulfill all legal obligations, settle debts, and protect the interests of employees. This article provides detailed guidance on the business dissolution process in accordance with the latest legal regulations for 2026.

Cases Where a Business Must Be Dissolved

According to the Enterprise Law 2020 as amended by the Amended Enterprise Law 2025 No. 76/2025/QH15, a business shall be dissolved in the following cases:

• Expiration of the operating term specified in the company charter without a decision to extend it
• Upon resolution or decision of the owner or shareholders' meeting
• The company lacks the minimum number of members or shareholders as prescribed for a continuous period of 06 months without converting to another business form (as amended in Clause 23, Article 1 of Law 76/2025/QH15)
• Revocation of the business registration certificate
• A court declares the business bankrupt in accordance with bankruptcy law

Notably, the new regulation establishing a 06-month deadline for cases involving insufficient minimum members is one of the significant additions from 2025, which provides clearer handling of "shell" companies or those no longer engaged in actual operations.

Business Dissolution Procedure

Step 1: Approval of a Resolution or Decision to Dissolve the Business

The resolution or decision to dissolve the business must contain the following main provisions:

a) The name and address of the principal office of the business;
b) Reasons for dissolution;
c) The deadline and procedures for liquidation of contracts and settlement of the business's debts;
d) A plan for handling obligations arising from labor contracts;
đ) Full names and signatures of the sole proprietor, company owner, Chairman of the Members' Council, or Chairman of the Board of Directors.

Step 2: Submission of Dissolution Notification Documents to the Business Registration Authority

Within 07 working days from the date of approval of the dissolution resolution or decision, the business must submit the following documents to the provincial-level Business Registration Authority where the business's principal office is located:

• The resolution or decision to dissolve the business (according to the business form)
• Minutes of the meeting of the Members' Council or shareholders' meeting on dissolution
• A plan for debt settlement (if any)

In accordance with Decree 168/2025/NĐ-CP on Business Registration, the resolution or decision to dissolve must also be sent to the tax authority, employees in the business, and must be publicly posted at the principal office, branches, and representative offices of the business.

Step 3: Processing by the Business Registration Authority

Within 03 working days from the date of receiving the dissolution resolution or decision, the provincial-level Business Registration Authority shall:

1. Post the resolution or decision to dissolve and simultaneously notify the status of the business undergoing dissolution procedures on the national business registration information portal
2. Change the legal status of the business in the national business registration database to "undergoing dissolution procedures"
3. Send information about the business's dissolution to the tax authority and civil enforcement authorities

Step 4: Asset Liquidation and Debt Settlement

The sole proprietor, Members' Council, or company owner and Board of Directors shall directly organize the liquidation of the business's assets. The business's debts shall be settled according to the following priority order:

a) Employee wage arrears, severance allowances, social insurance, health insurance, unemployment insurance according to law and other employee benefits pursuant to collective labor agreements and executed labor contracts;
b) Tax debts;
c) Other debts.

After payment of business dissolution costs and debts, the remaining amount shall be distributed to the sole proprietor, members, shareholders, or company owner according to the proportion of capital contribution or shareholding.

Step 5: Submission of Business Dissolution Registration Documents

Within 05 working days from the date of complete settlement of the business's debts, the legal representative of the business shall submit the business dissolution registration documents to the Business Registration Authority.

Special Note: Before submitting the business dissolution registration documents, the business must complete the procedures to terminate the operations of all branches, representative offices, and business locations at the provincial-level Business Registration Authority where such units are located.

Business Dissolution Registration Documents

In accordance with Decree 168/2025/NĐ-CP, the business dissolution registration documents include those specified in Clause 1, Article 210 of the Enterprise Law:

• A written request for business dissolution
• The resolution or decision to dissolve the business
• Minutes of meetings (for limited liability companies with two or more members, general partnerships, or joint-stock companies)
• A report on asset liquidation and debt settlement
• Confirmation of completion of tax obligations from the tax authority

The Role of the Tax Authority in the Dissolution Procedure

Upon receiving the business dissolution registration documents, the provincial-level Business Registration Authority sends information about the business's dissolution registration to the tax authority. Within 02 working days from receipt of the information, the tax authority shall send its opinion regarding completion of the business's tax obligations to the provincial-level Business Registration Authority.

Within 05 working days from receipt of the business dissolution registration documents, the provincial-level Business Registration Authority shall change the legal status of the business in the national business registration database to "dissolved" if:

• No opinion from the tax authority is received, or
• An opinion from the tax authority confirming the business has completed its tax obligations is received

If the tax authority submits a rejection opinion due to the business failing to complete its tax obligations, the provincial-level Business Registration Authority shall notify the business accordingly.

Handling When a Business Fails to Complete Dissolution Procedures

After a period of 180 days from the date the provincial-level Business Registration Authority receives the business's dissolution resolution or decision, if the Business Registration Authority has not received:

• The business's dissolution registration documents
• Registration documents for termination of branch, representative office, or business location operations
• A written objection from the tax authority or relevant organizations or individuals

Then the provincial-level Business Registration Authority may change the legal status of the business to "dissolved" and post a notification regarding the business's dissolution on the national business registration information portal.

Business Dissolution Due to Certificate Revocation or Court Decision

In cases where a business is dissolved due to revocation of its business registration certificate or pursuant to a court decision, the procedure has some notable differences:

Notification by the Business Registration Authority

The Business Registration Authority must notify the business's status of undergoing dissolution procedures on the national business registration information portal simultaneously with issuing the decision to revoke the business registration certificate or immediately after receiving a court dissolution decision that has become legally effective.

Business Responsibilities

Within 10 days from the date of receiving the decision to revoke the business registration certificate or the legally effective court decision, the business must convene a meeting to decide on dissolution.

The dissolution resolution or decision and a copy of the decision to revoke the business registration certificate or the legally effective court decision must be sent to the Business Registration Authority, tax authority, employees in the business, and must be publicly posted at the principal office, branches, and representative offices of the business.

Business Dissolution Procedures for Insurance Companies

For insurance companies and reinsurance companies, the dissolution procedure has specific regulations according to Decree 46/2023/NĐ-CP. After completing debt settlement, the insurance company shall submit a dissolution file to the Ministry of Finance including:

• A written request for dissolution signed by the legal representative, clearly stating the reason for dissolution
• A decision from the competent authority as specified in the company charter
• A document revoking the business establishment and operation license or a document terminating supervisory measures
• Evidence proving the insurance company has fulfilled all debts, property obligations and confirms it is not involved in pending dispute resolution proceedings in courts or arbitration
• The business establishment and operation license

Important Considerations When Implementing Business Dissolution Procedures

Regarding timelines: The business must strictly comply with prescribed deadlines - 07 working days to submit the dissolution resolution, 05 working days to submit dissolution registration documents after completing debt settlement. Failure to meet these deadlines may result in automatic processing after 180 days.

Regarding debt settlement: The debt settlement priority order must be strictly followed. Employee benefits (wages, insurance, severance allowances) are always the first priority, followed by tax debts, and finally other debts.

Regarding branches and representative offices: Before submitting the business dissolution registration documents, termination procedures for all branches, representative offices, and business locations must be completed. This is a prerequisite that cannot be overlooked.

Regarding tax obligations: Confirmation of completion of tax obligations from the tax authority is an essential document in the dissolution file. The business should proactively coordinate with the tax authority to complete tax filings and final settlements before submitting the dissolution documents.

Regarding information disclosure: The dissolution decision should be publicly disclosed on the national business registration information portal, allowing creditors and business partners to be informed of the business's status and to demand timely debt payment.

Business Dissolution Consulting Services at A&D Law Firm

Although business dissolution procedures are clearly regulated in law, many complex issues can arise in practice, particularly in asset liquidation, dispute resolution with creditors, handling of labor contracts, and tax obligation verification.

A&D Law Firm provides comprehensive legal consulting services to businesses during the dissolution process, including:

• Consulting on business status assessment and selection of appropriate dissolution options
• Drafting dissolution resolutions, decisions, and related legal documents
• Assisting in developing asset liquidation and debt settlement plans in the correct priority order
• Representing the business in dealings with tax authorities and business registration authorities
• Handling disputes arising during the dissolution process
• Completing all documents and procedures from dissolution notification to completion of dissolution registration

With a team of experienced lawyers in business law, we are committed to guiding businesses through the dissolution process quickly, lawfully, and cost-effectively. Please contact A&D Law Firm for detailed consultation on your specific business situation.

This article is for reference purposes only and provides general information on business dissolution procedures. It does not substitute for specialized legal advice tailored to specific circumstances. Each business has unique characteristics regarding business form, scale, financial condition, and various arising legal issues. To protect your legitimate rights and ensure proper procedures in compliance with legal regulations, please contact a lawyer or legal expert specializing in this area for specific advice and support for your situation.