Compulsory dissolution in Vietnam: what to do when the enterprise registration certificate is revoked?

Short answer: An enterprise whose Enterprise Registration Certificate (Giấy chứng nhận đăng ký doanh nghiệp) is revoked is dissolved, unless the Law on Tax Administration provides otherwise (Article 207(1)(d) of the Law on Enterprises (Luật Doanh nghiệp)). Within 10 days from receiving the revocation decision or the court's decision, the enterprise must hold a meeting to decide on dissolution, pay its debts, and then file the dissolution dossier within 05 working days from the date all debts are paid (Article 209(2) and (4) of the Law on Enterprises). An enterprise whose certificate is revoked at the request of the tax authority to enforce tax debts does not go through the dissolution procedure; instead its status changes to "revoked due to tax administration enforcement" (bị thu hồi do cưỡng chế về quản lý thuế) (Article 69(6) of Decree 168/2025/NĐ-CP (Nghị định 168/2025/NĐ-CP)).

In which cases is the enterprise registration certificate revoked?

Under Article 212(1) of the Law on Enterprises:

• The information declared in the enterprise registration dossier is forged (point a);
• The enterprise was established by a person prohibited from establishing enterprises under Article 17(2) of the Law on Enterprises (point b);
• The enterprise has stopped business operations for 01 year without notifying the Business Registration Office (Phòng Đăng ký kinh doanh) and the tax authority (point c);
• The enterprise has not sent a report requested by the Business Registration Office (Article 216(1)(c) of the Law on Enterprises) within 06 months from the reporting deadline (point d);
• Under a court decision or at the request of a competent authority under the law (point đ), including the tax authority when enforcing tax debts (Article 49(1)(h) of the Law on Tax Administration 108/2025/QH15 (Luật Quản lý thuế 108/2025/QH15)).

New from 23/7/2026: if, when the suspension period ends, the representative does not confirm the resumption of business within 05 working days, the Business Registration Office requests a report; if no report is made within 06 months, the certificate is revoked and the enterprise must be dissolved under Article 65 of Decree 168/2025/NĐ-CP (Article 60(8) of Decree 168/2025/NĐ-CP, added by clause 3, Article 11 of Decree 296/2026/NĐ-CP (Nghị định 296/2026/NĐ-CP)). See Suspending business operations.

What procedure does the Business Registration Office follow to revoke the certificate?

Where the enterprise has stopped operating for 01 year without notice or has not sent a report, the Business Registration Office requires the legal representative to come and give an explanation; if the representative does not come or the explanation is not accepted, the Office issues a revocation decision within 03 working days from the end of the explanation period (Article 69(3) and (4) of Decree 168/2025/NĐ-CP). At the request of a competent authority, the certificate is revoked within 10 days from receiving the request (Article 69(6) of Decree 168/2025/NĐ-CP).

What must the enterprise do after revocation?

The dissolution procedure under Article 209 of the Law on Enterprises and Article 65 of Decree 168/2025/NĐ-CP:

1. The Business Registration Office publishes the revocation decision, changes the enterprise's status to "in the process of dissolution" (đang làm thủ tục giải thể) and the status of its branches, offices and business locations to "in the process of terminating operations" (đang làm thủ tục chấm dứt hoạt động), and sends the information to the tax authority and the civil judgment enforcement authority within 03 working days (Article 65(1) of Decree 168/2025/NĐ-CP).
2. Within 10 days from receiving the revocation decision, the enterprise convenes a meeting to decide on dissolution; it sends the dissolution decision together with a copy of the revocation decision to the Business Registration Office, the tax authority and employees, and posts it at its head office, branches and representative offices. If debts remain, it also sends creditors a debt settlement plan (Article 209(2) of the Law on Enterprises).
3. Debts are paid in this order: employees, taxes, other debts (Article 209(3) of the Law on Enterprises, referring to Article 208(5)).
4. Terminate the branches, representative offices and business locations (Article 69(7); Article 64(4) of Decree 168/2025/NĐ-CP, applied under Article 65(2)).
5. Within 05 working days from the date all debts are paid, the legal representative files the dissolution dossier (Article 209(4) of the Law on Enterprises; Article 65(2) of Decree 168/2025/NĐ-CP). The dossier and procedure are the same as for voluntary dissolution (Article 65(2), referring to Article 64(3), (4) and (5) of Decree 168/2025/NĐ-CP); see Dissolving a limited liability company.

If, 180 days after the notice of "in the process of dissolution", no dissolution dossier has been received and there is no written objection from the tax authority or interested persons, the Business Registration Office changes the enterprise's status to dissolved (Article 209(5) of the Law on Enterprises; Article 65(3) of Decree 168/2025/NĐ-CP). The company managers concerned are personally liable for damage caused by failure to carry out the above steps properly (Article 209(6) of the Law on Enterprises), and are jointly liable with the enterprise for its debts (Article 207(2) of the Law on Enterprises).

If the certificate is revoked because of tax debts, must the enterprise be dissolved?

No. An enterprise whose certificate is revoked at the request of the tax administration authority does not carry out the dissolution procedure or the procedure to terminate its branches, representative offices and business locations; its legal status changes to "revoked due to tax administration enforcement" (Article 69(6); Article 35(4) of Decree 168/2025/NĐ-CP). The tax authority requests revocation when enforcement has been applied for 03 years or more without recovering the debt (Article 73(1)(a) of Decree 252/2026/NĐ-CP (Nghị định 252/2026/NĐ-CP)). When a case for ending enforcement arises, for example when the full enforced tax debt has been paid (Article 49(2) of the Law on Tax Administration 108/2025/QH15), the enterprise submits a written request and the tax authority sends a written request to restore its legal status within 03 working days (Article 73(5) of Decree 252/2026/NĐ-CP); the Business Registration Office restores the certificate within 03 working days (Article 70(1)(b) and (2) of Decree 168/2025/NĐ-CP). An enterprise that did not fall within a revocation case but was revoked is also restored (Article 70(1)(a) of Decree 168/2025/NĐ-CP). Tax debt is only written off in the cases of Article 21(1) of the Law on Tax Administration 108/2025/QH15, for example where the certificate revocation measure has been applied and the debt is more than 10 years overdue from the payment deadline with no possibility of recovery (point c); see Tax debts on dissolution.

What does "not operating at the registered address" mean?

This is a legal status established by the tax authority after it records in minutes its verification that the enterprise is not operating at its registered address; moving into and out of this status is decided by the tax authority (Article 35(3) of Decree 168/2025/NĐ-CP). Consequences:

• The tax identification number (mã số thuế) may only be used for transactions to terminate or restore the number (Article 8(5) of Decree 252/2026/NĐ-CP).
• The enterprise may not apply for suspension until its tax identification number is restored (Article 7(1)(e) of Decree 252/2026/NĐ-CP).
• The owner of a private enterprise or single-member limited liability company, and the general partners, are responsible for completing the enterprise's tax obligations and tax filings (Article 17(1)(e) of the Law on Tax Administration 108/2025/QH15); the business owner and representative must complete these obligations before registering tax for a new enterprise that they represent or manage (Article 7(1)(h) of Decree 252/2026/NĐ-CP).
• If the tax identification number is neither restored nor terminated after 120 days, the legal representative and the beneficial owner may be subject to temporary exit suspension (tạm hoãn xuất cảnh) (Article 28(1)(c) of Decree 252/2026/NĐ-CP).

To dissolve (including compulsory dissolution) while in this status, the enterprise must go to the tax authority, submit a written request to terminate its tax identification number (form 24/ĐKT) and complete its tax obligations before filing the dissolution dossier (clause 6, Article 13 of Circular 90/2026/TT-BTC (Thông tư 90/2026/TT-BTC)); this circular replaces Circular 86/2024/TT-BTC from 1/7/2026 (Article 36(1)), and the text warehouse only has an OCR copy, which may contain character errors.

When to ask a lawyer or tax agent

• You receive a violation notice or a request for an explanation from the Business Registration Office.
• The enterprise's certificate has been revoked because of tax debts and you want to restore it.
• The enterprise has been placed in the status of not operating at its registered address and the representative needs to travel abroad soon.
• You are setting up a new enterprise while the old one still has tax debts or has had its certificate revoked.