Dissolving a company means to officially and formally close the business. Company dissolution Under the provision of Enterprise Law 2020: What’s the Process?


1. Cases of and conditions for company dissolution:

1.1 An enterprise shall be dissolved in the following cases:

  • The operating period specified in the company’s charter expires without an extension decision;
  • The enterprise is dissolved under a resolution or decision of the owner (for sole proprietorships), the Board of Partners (for partnerships), the Board of Members and the owner (for limited liability companies) or the General Meeting of Shareholders (for joint-stock companies);
  • The enterprise fails to maintain the adequate number of members prescribed in this Law for 06 consecutive months without converting into another type of business;
  • The Enterprise Registration Certificate is revoked, unless otherwise prescribed by the Law on Tax administration.

1.2 An enterprise may only be dissolved after all of its debts and liabilities are fully paid and it is not involved in any dispute at the court or arbitration. Relevant executives and the enterprise are jointly responsible for the enterprise’s debts.


2. Voluntary company dissolution procedures (Article 208 Enterprise Law 2020)

Except for the case of dissolution due to revocation of the Enterprise Registration Certificate, the procedure for business dissolution shall be carried out as follows:

  • Step 1: Approving the decision to dissolve the enterprise and organize the liquidation of assets;
  • Step 2: Announcement of company dissolution;

Resolutions, decisions on dissolution and meeting minutes must be sent to the business registration agency, tax agency, and employees in the enterprise within 07 days from the date of adoption.

  • Step 3: Liquidation of assets, payment of debts of the enterprise;
  • Step 4: Procedure for closing the tax code at tax agency;
  • Step 5: Submit an application for company dissolution.

3. Dissolution business in case the of Enterprise Registration Certificate is revoked or under a Court decision (Article 209 Enterprise Law 2020)

Business is only dissolved when ensuring payment of all debts and obligations of other assets and businesses are not in the process of settling disputes in Court or Arbitration.

  • Step 1: The Business Registration Authority revokes the Business Registration Certificate;
  • Step 2: The enterprise convenes a meeting to decide on dissolution;

Within 10 days from the date of receiving the decision on revocation of the Enterprise Registration Certificate or the decision of the Court taking legal effect, the enterprise must convene a meeting;

  • Step 3: Liquidation of assets, payment of debts of the enterprise;
  • Step 4: Procedure for closing the tax code at tax agency;
  • Step 5: Submit an application for company dissolution.


4. The dossier needs to be prepared includes:

  • Application for company dissolution;
  • Resolutions, decisions and meeting minutes of the Members’ Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies; resolution, the decision of the company owner, for a one-member limited liability company, on the dissolution of the enterprise;
  • The report on liquidation of the enterprise’s assets; list of creditors and paid debts, including tax debts, social insurance, health insurance, unemployment insurance of employees after the dissolution decision is issued (if any).


Consultancy service for company dissolution procedure of Pham Consult

With a wealth of experience in consulting for company dissolution procedure and other legal issues, Pham Consult provides consulting services with the competitive price, assisting you in:

  • Consulting about provision of law regarding business dissolution procedure;
  • Preparing business dissolution dossiers;
  • Prepare and submit the dossier to close the tax code and tax finalization at the Taxation Authority;
  • Directly working and explaining with authority in case of arisen problems.
  • Being on behalf of clients for submitting and receiving the results at state agencies.

Please feel free to contact us as the following mailing address as soon as you have demand for company dissolution. Pham Consult always desires and undertakes that shall let you experience the best service ever with the price-competitive.