Dissolving a company in Vietnam: tax finalisation and the traps that drag the process out for years

The short answer

Dissolving a company in Vietnam runs on two parallel tracks:

• the procedure with the business registration authority;

• termination of the tax code with the tax authority.

The tax track usually decides whether a dissolution takes three months or three years.

Under Article 10 of Decree No. 252/2026/ND-CP, the tax finalisation for a dissolution must be filed no later than the 45th day after the dissolution decision. The tax code termination request is made on Form 24/DKT (Circular No. 90/2026/TT-BTC). Dependent units must terminate their tax codes before the parent company.

2026 offers a favourable window. Under its "clean tax code" campaign, the Tax Department aims to confirm completion of tax obligations for dormant companies that are not high-risk, so that they can complete dissolution by 31 December 2026.

Why do dissolutions get stuck at the tax stage?

Many businesses see dissolution as a simple administrative step. In practice, the tax authority confirms completion of obligations only once the company's entire "tax story" is closed:

• invoices have been dealt with;

• all returns have been filed;

• tax debts, late-payment interest and penalties have been paid;

• overpayments and uncredited input VAT have been resolved;

• all dependent units have closed their tax codes.

If any link is missing, the file is returned. Each return typically costs months.

According to the Tax Department, hundreds of thousands of companies nationwide have stopped operating without completing tax code termination. These are the businesses stuck between the two tracks.

A clean tax roadmap for dissolution

Step	Action	Notes
1	Check tax code status, tax debts and invoices	Identify whether the company is active, in status 03 (ceased operations, tax code termination incomplete) or status 06 (not operating at registered address)
2	Adopt the dissolution decision or resolution; notify the business registration authority and stakeholders	From this point, the Law on Enterprises restricts many transactions
3	File the tax code termination request (Form 24/DKT)	The tax authority issues Notice 17/TB-DKT within 2 working days, moving the tax code to "ceased operations, termination in progress"
4	Finalise CIT, PIT and invoices; pay all outstanding amounts	Deadline: no later than the 45th day after the dissolution decision
5	Resolve overpayments and uncredited input VAT; obtain customs clearance confirmation (if the company imported or exported)	Uncredited input VAT on dissolution may be refundable if the conditions are met
6	The tax authority confirms completion of obligations and terminates the tax code; the company completes dissolution with the business registration authority	Track both statuses until completion

Five traps that drag dissolutions out for years

1. Forgotten dependent units. Branches, representative offices and business locations must terminate their tax codes before the company. A dormant unit in another province is often where late-filing penalties have accrued without the business knowing.

2. Unresolved invoices. Invoices issued with errors that were never corrected, or invoice use that was never formally terminated, must be dealt with before the tax authority will confirm completion.

3. The company is already in status 06. The company moved out of its registered office without notifying anyone, so the tax authority flagged it as "not operating at the registered address". To dissolve, it must first resolve this status with the tax authority. Meanwhile, the legal representative and beneficial owners may face an exit ban if the tax code is not restored or terminated within 120 days of the notice.

4. Assets and receivables not wound down. Selling fixed assets, collecting receivables and repaying member loans all trigger tax obligations (VAT, CIT) and invoicing requirements. A disorderly wind-down can produce taxable income that is then subject to a deemed assessment.

5. Errors in earlier years. Active companies are rarely subject to a full audit. On dissolution, depending on its risk profile, the company may be audited before tax completion is confirmed. Errors accumulated over years surface at exactly this point.

The "clean tax code" campaign: a window until 31 December 2026

Under the Tax Department's latest guidance, companies that have ceased operations but not terminated their tax codes (status 03) and are not high-risk will be prioritised for confirmation of tax completion. The aim is for them to complete dissolution with the business registration authority by 31 December 2026. The Tax Department has also instructed that no additional procedures be imposed on businesses when processing tax code termination files.

For long-dormant companies, especially foreign-invested companies whose investors have already left Vietnam, this is the best time to close the matter for good. After this date, equally favourable treatment is not assured.

Illustrative case

Company L, a Korean-invested manufacturer, stopped production in 2023. The investor returned home, leaving only a part-time accountant. In 2026, the investor wanted to dissolve the company to reinvest in a new project, but found three issues:

• a branch in another province still owed late-filing penalties;

• the company had uncredited input VAT from its last machinery purchase;

• its tax code was in status 03.

The roadmap was as follows:

1. File the branch's tax code termination first and pay the penalties.

2. Prepare the CIT and invoice finalisation within the 45-day deadline.

3. Request treatment of the uncredited input VAT under the rules.

4. Use the "clean tax code" campaign to obtain confirmation of tax completion.

The entire process was completed in about four months, rather than dragging on indefinitely.

Checklist before adopting a dissolution decision

1. Check the tax code status of the company and all dependent units.

2. Reconcile tax obligations: debts, late-payment interest, penalties and overpayments.

3. Review invoices: issued, cancelled and needing adjustment.

4. Plan the disposal of assets and receivables, termination of employment contracts and closure of social insurance books.

5. Review tax filings for years still within the amendment window and correct errors proactively.

6. For companies with import or export activity: prepare for customs clearance confirmation.

7. For foreign-invested companies: run in parallel the termination of the investment project and repatriation of capital and profits.

FAQs

What is the deadline for filing the tax finalisation on dissolution?

No later than the 45th day after the dissolution decision, under Article 10 of Decree No. 252/2026/ND-CP.

Must the tax code be terminated before dissolution with the business registration authority?

The company must complete tax code termination (with the tax authority confirming completion of obligations) in order to complete dissolution with the business registration authority. Both procedures should be tracked in parallel until completion.

Can a company flagged as "not operating at the registered address" still be dissolved?

Yes, but it must work with the tax authority to resolve that status and complete its tax obligations. It should act early to avoid exit ban risk for its legal representative and beneficial owners.

Is uncredited input VAT refundable on dissolution?

It may be refundable if the conditions under VAT law are met. The refund request should be made before the tax code is terminated.

Legal basis

• Law on Enterprises 2020 (as amended in 2025).

• Law on Tax Administration No. 108/2025/QH15 and Decree No. 252/2026/ND-CP (Article 10).

• Circular No. 90/2026/TT-BTC on tax registration.

• VAT Law No. 48/2024/QH15, as amended by Law No. 149/2025/QH15.

How W&A can help

Dissolution is the last procedure in a company's life, but it requires every legacy issue to be resolved. With corporate lawyers, licensed tax agents and accountants on one platform, W&A offers an end-to-end dissolution service:

• Pre-dissolution review: assessing tax code status, tax obligations, invoices, dependent units and audit risk.

• Tax and invoice finalisation and tax code termination filings on time.

• Resolving dormant companies in status 03 or 06, using the "clean tax code" campaign before 31 December 2026.

• Dissolution with the business registration authority, termination of investment projects and repatriation of capital for foreign investors.

• Representation before the tax authority in any audit prior to tax code termination.