Latest procedures and dossiers for enterprise dissolution in 2026

Authors: Truong Trong Minh – Senior Associate, Nguyen Dinh Sac – Paralegal.

Enterprise dissolution is a legal act to completely terminate the existence of a legal entity, which is different from suspension of business or bankruptcy. An enterprise must fulfill all obligations in terms of finance, tax, social insurance and employees before being recognized as dissolved by the competent authority.

The wrong implementation of the order, lack of documents, or omission of obligations can cause the dissolution process to be prolonged, and even incur personal liability for the enterprise manager later. The following article of CDLAF Law Firm systematizes the orientation for implementing the latest enterprise dissolution procedures, helping enterprises proactively prepare and avoid common legal risks.

1. What is enterprise dissolution? Conditions for dissolution?

Enterprise dissolution is the termination of legal status, the termination of the legal existence of an enterprise after all financial, tax and obligations to employees have been fulfilled.

An enterprise shall be considered and approved for dissolution by a competent authority when it simultaneously meets two core conditions:

• Have paid off all debts and other property obligations, including salary debts, social insurance, tax debts, supplier debts, bank debts, and other contractual obligations;
• Not in the process of dispute resolution at People’s Courts or Commercial Arbitration

2. Process and steps to carry out dissolution procedures

Regarding the implementation process, the process of enterprise dissolution usually goes through the following steps:

Step 1 — Initial application appraisal and evaluation

Appraising the company’s legal documents, compliance with corporate legal obligations, accounting, and taxation, in order to determine the implementation plan and roadmap in accordance with the actual situation of the enterprise.

Step 2 — Submission of dissolution notice to the business registration agency

Drafting all dossiers, dissolution decisions and other necessary documents to notify the dissolution of the enterprise to the Business Registration Office, officially start the dissolution process.

Step 3 — Advision on the liquidation of assets, handling debts and financial obligations with employees

Advising on conducting the liquidation of assets, handling outstanding debts, and at the same time terminating labor contracts and fully ensuring the interests of employees.

Step 4 — Completion of tax obligations and close of tax identification numbers

Representing the enterprise to work with the tax authority to complete the tax finalization process, fulfill tax obligations, carry out procedures for closing tax identification numbers and obtain certification of completion of tax obligations.

Step 5 — Submission of dossiers for dissolution procedures

Drafting and submitting a dossier of notification of completion of all financial obligations related to the enterprise dissolution at the Business Registration Office, receive the results and officially complete the entire dissolution process.

3. Documents to be prepared

A complete set of enterprise dissolution dossiers usually includes the following documents (specific quantities and forms applied according to the current guiding documents at the time of submission of the dossier):

• Enterprise Registration Certificate (original)
• Corporate seal
• Accounting books, invoices and documents arising during the entire operation period
• Financial statements and filed tax returns
• List of employees and labor contracts (if still valid)
• Documents related to assets, receivables/payables
• Investment Registration Certificate (for FDI enterprises)
• Information of branches, representative offices, business locations (if any)

In addition, if the enterprise has branches, representative offices, and business locations, it is necessary to carry out procedures for terminating the operation of these dependent units before dissolving the company.

4. Legal risks to be aware of

• Personal liability after dissolution: The legal representative, members of the Board of Members/Board of Directors, and the owner of the company may still be personally liable for debts and damages incurred if the dissolution dossier is not truthful, or the enterprise has financial obligations that have not been fully processed at the time of filing — even after the enterprise has been recorded as dissolved. This is a point that many enterprise owners overlook.
• There is no mechanism for “debt cancellation” when voluntarily dissolved: The dissolution does not mean that the enterprise is exempted from or reduced outstanding tax debts and social insurance debts. All debts must be paid or have a specific handling plan before the dossier is accepted.
• “Fleeing” is not a solution: Shutting down operations without carrying out dissolution procedures or not notifying the state authority does not terminate the legal status, but only increases the risk (administrative fines, late payment fines, temporary suspension of exit from the legal representative).

5. Recommendations from CDLAF Law Firm

• Overall review before deciding on the time of dissolution: Review the legal status, accounting books and financial obligations, taxes, social insurance, and contracts to propose a handling plan and estimate the actual time and cost.
• Completing tax obligations and outstanding financial obligations: This is usually the most time-consuming stage; it is recommended to actively work with tax authorities and social insurance authorities to finalize financial obligations.
• Preparing complete, honest documents from the beginning: Especially asset liquidation reports and creditor lists — errors or dishonest declarations in this group of documents are common causes of personal liability later on for enterprise managers.
• Particular note for enterprises with foreign elements, many branches, or disputes: These cases often have additional procedures for terminating the operation of the investment project or terminating the operation of the branch, which need to be evaluated synchronously, make appropriate plans and roadmaps, avoid discrete handling that prolongs the entire progress.

Consultancy & implementation of enterprise dissolution procedures service at CDLAF

CDLAF Law Firm supports enterprises to carry out dissolution procedures in a legally safe manner and on schedule, including:

• Reviewing and assessing the legal status, tax obligations, debts and asset liquidation plan of the enterprise before dissolution; proposing appropriate plans and roadmaps for each enterprise.
• Drafting dossiers, representing the enterprise to work with competent state agencies during the dissolution process.
• Advising on legal situations arising during the dissolution process.

📩 BOOK A CONSULTATION WITH CDLAF’S LEGAL TEAM

Do not let procedural errors disrupt your business plans. Contact CDLAF today to receive a preliminary risk assessment from our team of Lawyers:

Hotline/Zalo: [+84 909 668 216]

Email: info@cdlaf.vn

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