Dissolving Your Business: Legally Compliant, Efficient, and Risk-Controlled
The CDLAF team represents your business throughout the entire dissolution process — dealing with all competent authorities from the initial due-diligence review through to the company’s official termination, fully releasing the legal representative from all related obligations.
Why Clients Trust Us
- Lawyers / Tax Experts handle your case directly — no outsourcing to intermediaries, with a single point of contact throughout.
- Deep expertise in both domestic and foreign-invested enterprises (FDI) — well versed in the general rules applicable to all businesses as well as the specific requirements for foreign-invested companies.
- Transparent, all-inclusive fees — scope of work and costs are agreed before any work begins.
- Committed to staying with you until the final result is obtained.
- A Law Firm – Accounting & Tax Firm ecosystem, backed by a team of lawyers and tax experts with extensive experience in investment and corporate matters.
- Free consultation on any legal issues that arise during the dissolution process.
1. When Does A Business Need To Dissolve?
A procedure that looks simple on paper but can drag on for years — or generate unplanned costs — if not handled correctly.
It Involves Multiple State Authorities
Dissolution requires working simultaneously with several state management agencies. Each authority applies its own procedures and requirements; a single oversight can turn the case into a long, complicated ordeal.
Complex Tax Finalization Obligations
For businesses that have operated for many years, reviewing tax obligations is extremely complex and demands accuracy and full transparency. Without a thorough, fully compliant approach, the dissolution process can drag on indefinitely.
Legal Risk for the Legal Representative
A business that ceases operations without completing a valid dissolution procedure can leave its legal representative facing obstacles when travelling between Vietnam and other countries, or when establishing or managing other companies in the future.
Settling Assets Before Dissolution
Outstanding debts, labor relations, unused invoices, and other remaining assets — if not handled in the correct order — are a common reason a dissolution filing cannot proceed.
2. Scope Of Work — CDLAF Handles The Entire Procedure On Your Behalf
A single legal point of contact representing your business throughout all dealings with the competent state authorities.
- Assessing dissolution eligibility and advising on the appropriate approach for each type of entity, whether domestic or foreign-invested (limited liability companies, joint stock companies, branches, representative offices).
- Conducting a comprehensive review of accounting records and handling tax finalization procedures on the company’s behalf (liaising directly with the managing tax authority).
- Preparing the complete legal dossier in accordance with current regulations to carry out every procedure related to the dissolution.
- Filing the dossier, tracking its progress, and receiving results from the competent authority on the company’s behalf.
- Advising on legal issues that arise during dissolution: outstanding debts, labor contracts, unused invoices, remaining assets.
- Providing specialized advice for foreign-invested enterprises (FDI).
3. The 5-Step Process
The sequence of these stages is mandatory under corporate law; carrying them out in the wrong order is the most common reason a dossier is delayed or rejected.
| Process | Detailled description |
| Step 1 — Initial Due Diligence and Assessment | Reviewing the company’s legal dossier and its compliance with corporate, accounting, and tax obligations to determine the right approach and timeline for the company’s actual circumstances. |
| Step 2 — Filing the Dissolution Notice with the Business Registration Authority | Preparing the full dossier, dissolution resolution, and other required documents to notify the Business Registration Office of the dissolution, formally commencing the process. |
| Step 3 — Advice on Asset Liquidation, Debt Settlement, and Obligations to Employees | Advising on organizing the liquidation of assets and settling outstanding debts, while terminating labor contracts and ensuring employees receive their full entitlements. |
| Step 4 — Completing Tax Obligations and Closing the Tax Code | Representing the company before the tax authority to complete the tax finalization process, fulfil all tax obligations, close the tax code, and obtain confirmation that tax obligations have been fully discharged. |
| Step 5 — Filing the Dossier to Complete the Dissolution Procedure | Preparing and filing the notice confirming that all financial obligations related to the dissolution have been fulfilled with the Business Registration Office, obtaining the result, and formally completing the entire dissolution process. |
4. Risks To Be Aware Of
Many businesses choose to cease operations in practice without completing the formal dissolution procedure. This is one of the most common legal risks, and it can lead to consequences such as:
- Being subject to back-tax collection and administrative penalties even though the business has, in reality, ceased all operations.
- The legal representative being temporarily banned from leaving Vietnam until all financial obligations and outstanding tax debts are settled.
5. Foreign-Invested Enterprises (FDI)
For foreign-invested enterprises, the dissolution procedure involves the following additional considerations:
Terminating the Investment Project
In addition to the corporate dissolution procedure, FDI companies must also carry out the procedure to terminate their investment project and return the Investment Registration Certificate (IRC) to the competent authority.
Repatriating Profits
Most FDI companies wish to repatriate any remaining profit to their parent company before formally terminating their legal status; the company must therefore satisfy all conditions required by law before it is permitted to remit profits abroad.
Closing the DICA Account
During the dissolution process, FDI companies must close their Direct Investment Capital Account (DICA) once confirmation has been obtained that all financial obligations have been fulfilled. Full compliance with foreign exchange regulations must also be ensured at this stage.
Foreign Employees
If the business employs foreign workers, it must also carry out the procedures required to return the Work Permits and Temporary Residence Cards of its foreign employees in accordance with applicable regulations.
6. Why Choose CDLAF
Your Case Is Handled Directly by Lawyers
Your matter is handled from start to finish directly by our Lawyers and Tax Experts, with no handover through intermediaries.
A Law Firm – Accounting & Tax Firm Ecosystem
Ensures a professional, one-stop, all-inclusive solution — from the start of the engagement through to the completion of the entire process.
Expertise in Both Domestic and FDI Enterprises
A firm grasp of the legal procedural differences that apply specifically to foreign-invested enterprises as compared with domestic businesses.
Transparent Fees, Agreed Upfront
The scope of work and the all-inclusive fee are agreed before the engagement begins, with no additional costs beyond what has been contracted.
Proactive Handling of Issues as They Arise
Timely advice on how to resolve any tax-related complications or other legal issues that come up during the dossier’s processing.
An Absolute Commitment to Confidentiality
All financial data, accounting records, information relating to the legal representative/business owner, and other internal company information are kept strictly confidential throughout the engagement.
Committed to Seeing It Through to the End
CDLAF stays with the business throughout the entire process until it is officially recorded as having ceased to exist — we never hand over an unfinished file or leave a matter open before it is complete.
7. Service Fees
Service fees are determined based on the type of entity, whether revenue and invoices have been generated, the number of branches/dependent units, and whether foreign investment capital is involved (if any). After receiving your information and conducting an initial assessment, CDLAF will provide a detailed all-inclusive quote, with a commitment that this initial assessment stage is free of charge and does not obligate the client in any way.
Basic Package — No Revenue Generated Yet
For newly established businesses that have not yet issued invoices or incurred tax obligations.
Standard Package — Revenue Generated
For businesses that have generated revenue, invoices, and employment relationships, and that may still have outstanding tax obligations to resolve.
Extended Package — Foreign-Invested Enterprises (FDI)
For businesses with foreign investment capital.
Is your business facing difficulties, with your legal representative temporarily banned from leaving Vietnam because the dissolution procedure has not yet been completed?
Please leave your contact details — our lawyers and experts at CDLAF will proactively reach out to advise on the right course of action for your situation.
Send a consultation request: info@cdlaf.vn
Hotline: +84 909 668 216
