Closing a company is never fun, but you can at least understand the steps to dissolve or suspend operations for a company in Vietnam. Learn legal requirements, costs, and expert tips for a smooth process.
Introduction
Closing or pausing a business is a significant decision for any entrepreneur. On paper, the process for suspending or dissolving a company seems structured, but in reality it involves navigating a lot of legal, tax, and administrative requirements. For foreign business owners, understanding your options - whether pausing operations or permanently shutting down - can help make the best decision for your situation.
This guide explains the steps, costs, and timelines for suspending or closing a company in Vietnam in 2027, under the amended Law on Enterprises (No. 76/2025/QH15) and Decree 168/2025/ND-CP. It also covers the challenges that slow these cases down and how to get ahead of them.
Reasons for Company Dissolution
Business conditions change, and pausing or exiting is routine rather than a failure: in 2025 nearly 227,200 Vietnamese enterprises withdrew from the market, an average of almost 19,000 a month (National Statistics Office). Common reasons for pausing or closing a company include:
- Moving Overseas: Temporary suspension can be a good option for those relocating abroad but considering a return later.
- Focus Shift: Entrepreneurs may shift focus to another project while keeping the current company intact through suspension.
- Operational Expiry: The company’s license or operating period, as stated in its charter, may expire without renewal.
- Strategic Closure: Owners may dissolve a business after completing a project or if market conditions aren’t favorable.
- Financial Difficulties: Declining traction or accumulated debt can make dissolution a necessary option.
Options Other Than Dissolution
When your business faces challenges or needs to adapt, you can choose between pausing operations (suspension) or permanently closing the company (dissolution). Both paths offer unique advantages depending on your goals.
Option 1: Suspend a Company in Vietnam
Temporary suspension is ideal if you’re unsure about permanently closing your business or if you want to pause operations while avoiding full closure.
Key Features of Suspension:
- The business is officially put “on hold.”
- Most filing and reporting duties pause, but real obligations continue: outstanding taxes, social insurance, debts, and contracts already signed must still be settled (Clause 3, Article 206, Law on Enterprises).
- Each suspension runs up to one year (Clause 1, Article 60, Decree 168/2025/ND-CP). There is no cap on how many times you suspend, so you can keep filing on time instead of being pushed toward dissolution.
Common Scenarios for Suspension:
- Owners are relocating temporarily.
- Entrepreneurs want to test a new market or project without dissolving their company.
- The business requires time to resolve operational or financial issues.
Steps to Suspend a Company in Vietnam:
- Notification Submission: File the suspension notice (Form No. 27, Circular 68/2025/TT-BTC) with the local Business Registration Office at least three working days before the proposed suspension date. Filing online through the National Business Registration Portal is now the standard route.
- Template Completion: Use the official template and attach the owner’s or board’s resolution on the suspension. A brief, clear explanation is typically sufficient.
- Confirmation: The Business Registration Office confirms a valid dossier within one working day (Clause 4, Article 60, Decree 168/2025/ND-CP). The suspension then runs up to one year; at the end you either resume, file another suspension notice, or move to dissolution.
Cost and Timeline:
- Suspension is quick: the notice takes effect within days of a valid filing.
- No business registration fee is charged for suspension filings (Circular 47/2019/TT-BTC). Professional handling fees are quoted by providers rather than fixed by law - recent market quotes for a routine suspension have run around VND 2-5 million - so check what the quote covers.
Option 2: Sell Your Company in Vietnam
Selling your company is an alternative to closing it, allowing you to transfer ownership to another entrepreneur or repurpose it as a shelf company. This option is ideal if the company has value beyond its current operations, such as licenses, permits, or a favorable market position.
Benefits of Selling:
- Allows you to recoup investments or even make a profit.
- Saves time and effort compared to dissolution.
- Ensures the company continues operations under new ownership.
How to Sell a Company in Vietnam:
- Assess Company Value: Work with a business consultant or valuation expert to determine the worth of your company, considering assets, licenses, and goodwill.
- Find a Buyer: Potential buyers might include entrepreneurs, investors, or other businesses looking for a ready-to-operate entity.
- Negotiate Terms: Agree on a sale price and terms of transfer, including licenses, liabilities, and ongoing contracts.
- Legal Transfer: Update the business registration with the DPI to reflect the new ownership structure.
- Tax and Compliance Clearance: Ensure all taxes and compliance obligations are cleared before the transfer.
Selling as a Shelf Company:
If your company has minimal activity but retains its registration, you can sell it as a shelf company - a registered, ready-to-use business entity. Shelf companies are valuable for buyers who want to bypass the time-consuming process of registering a new business in Vietnam.
Cost and Timeline:
The timeline depends on the buyer’s due diligence and legal procedures. Costs vary but are generally offset by the sale price. Professional services can facilitate a smooth transaction for both parties.
How to Dissolve a Company in Vietnam
If the other options are not suitable, dissolution is the permanent route. The grounds are listed in Article 207 of the Law on Enterprises, as amended by Law No. 76/2025/QH15. Once it is completed, the company ceases to exist and its tax, reporting, and compliance obligations end.
Key Features of Dissolution:
- Suitable for businesses that are no longer viable.
- Requires full settlement of debts, contracts, and legal disputes.
- Permanent closure with deregistration from government authorities.
Common Scenarios for Dissolution:
- Projects that have ended or fulfilled their purpose.
- Financial or operational struggles with no feasible path forward.
- A strategic decision to exit the Vietnamese market.
Legal Grounds for Dissolution (Article 207, Law on Enterprises):
- The operating period in the company’s charter expires without renewal.
- A formal decision by the company’s owners.
- Failure to meet minimum legal membership requirements for six consecutive months.
- Business registration certificate revocation due to non-compliance.
Steps to Dissolve a Company in Vietnam:
- Decision and Plan: The owners must issue a formal decision outlining the reasons for closure, a liquidation plan, and procedures for paying outstanding debts.
- Announcement: Notify the Business Registration Office, the tax authority, and employees within seven days of the decision, and publish the notice on the National Business Registration Portal and at the company headquarters. If debts remain, send creditors a debt settlement plan.
- Asset Liquidation: Settle debts in the statutory order - employee benefits first, then taxes, then other creditors - and divide any remainder among owners by ownership share.
- Tax Clearance: Finalize tax obligations and obtain a tax clearance certificate from the tax authorities.
- Employee Settlement: Terminate employment contracts and pay final wages, severance, and job-loss allowances, then close social insurance for each employee. Calculate against the wage floor in force: the regional minimum rose about 7.2% on 1 January 2026 (Decree 293/2025/ND-CP; Region I: VND 5.31 million a month), and Decree 399/2026/ND-CP sets a further 7.8% increase from 1 January 2027 (Government confirmation of the 2027 increase).
- Bank Closure: Close all company bank accounts and secure closure certificates.
- Business Deregistration: Within five days after all debts are paid, file the dossier to cancel the Enterprise Registration Certificate (ERC), the tax code, and, if applicable, the Investment Registration Certificate (IRC), and close all branches, representative offices, and business locations. If the dossier does not reach the Business Registration Office within 180 days of the dissolution decision, the enterprise is recorded as dissolved.
Cost and Timeline:
Dissolution runs from about a month for a simple company to a year or more where tax clearance, debts, or assets complicate the file. Tax clearance is usually the slowest step.
No business registration fee is charged for dissolution filings (Circular 47/2019/TT-BTC). Professional fees are market-quoted: recent quotes for a small, straightforward company have run around VND 10-20 million, and higher where accounts, assets, or employees must be settled.
Challenges in Closing a Business in Vietnam
Whether suspending or dissolving, foreign business owners may face challenges:
- Tax Compliance: Finalizing taxes can be complex, requiring meticulous records and possible inspections.
- Stakeholder Coordination: Involving employees, creditors, and partners in the process is crucial.
- Labor Obligations: Terminating contracts and ensuring compliance with Vietnamese labor laws can be sensitive.
- Administrative Delays: Obtaining approvals and certificates from multiple authorities can be time-consuming.
Tips for a Smooth Dissolution Process
- Work with Professionals: Engage experienced legal and accounting professionals to handle paperwork, navigate regulations, and ensure compliance.
- Maintain Records: Keep detailed documentation of all financial transactions, contracts, and decisions to simplify the process.
- Communicate Clearly: Inform stakeholders early, providing clear timelines and resolving concerns promptly.
- Be Proactive: Anticipate challenges by conducting due diligence and addressing potential liabilities before initiating the process.
Which Option is Right for You?
- Choose Suspension if you want to pause operations while retaining the ability to restart. This is ideal for temporary challenges or uncertainty about long-term closure.
- Choose Dissolution if you’re ready to permanently close your company and have resolved all debts, taxes, and obligations.
Conclusion
Suspension and dissolution in Vietnam reward preparation: understand the options, follow the steps in order, and bring in professional support where tax clearance or employee claims are involved.
Whether you’re pausing your operations or closing your business for good, being informed about the procedures, costs, and timelines will help minimize stress and ensure compliance with Vietnamese regulations.
Need Assistance? If you’re considering suspension or dissolution for your company in Vietnam, consulting a business service provider can save you time and effort. Professional assistance ensures your process is handled smoothly and meets all legal requirements.
