Can a company with tax debts dissolve in Vietnam? Exit bans explained

Short answer: Not yet. An enterprise may only be dissolved when it ensures payment of all its debts (clause 2, Article 207 of the Law on Enterprises (Luật Doanh nghiệp)) and may only register the dissolution after fulfilling its tax payment obligations (Article 6(2) of Decree 252/2026/NĐ-CP (Nghị định 252/2026/NĐ-CP)); the tax authority has the right to refuse while the enterprise still owes tax (clause 5, Article 64 of Decree 168/2025/NĐ-CP (Nghị định 168/2025/NĐ-CP)). On dissolution, tax debts are paid after debts owed to employees and before other debts (clause 5, Article 208 of the Law on Enterprises). The legal representative (người đại diện theo pháp luật) and the beneficial owner (chủ sở hữu hưởng lợi) of an enterprise subject to enforcement of tax debts (cưỡng chế nợ thuế) of VND 500 million or more, overdue by 120 days or more, may be subject to temporary suspension of exit from Vietnam (tạm hoãn xuất cảnh) (point b, clause 1, Article 28 of Decree 252/2026/NĐ-CP).

Can you submit a dissolution file while tax is still owed?

The law allows a dissolution decision to be made while debts remain: the decision must state the time limit and procedure for paying debts, and if financial obligations remain, a debt settlement plan must be sent to the creditors with it (Article 208(1) and (3) of the Law on Enterprises). But the dissolution registration file is only submitted within 05 working days from the date all debts have been paid (Article 208(7) of the Law on Enterprises), together with a list of creditors and amounts paid, including tax debts (Article 210(1)(b) of the Law on Enterprises).

On receiving the file, the Business Registration Office (Phòng Đăng ký kinh doanh) consults the tax authority; if the tax authority refuses because tax obligations have not been fulfilled, the enterprise is not moved to "dissolved" (đã giải thể) but receives a notice to deal with it (Article 64(5) of Decree 168/2025/NĐ-CP). To close the tax identification number (mã số thuế), the enterprise must file all returns and pay all tax, including the obligations of branches and business locations (Article 7(1)(d) of Decree 252/2026/NĐ-CP).

What is the order of paying debts on dissolution?

Under Article 208(5) of the Law on Enterprises:

1. Unpaid wages, severance allowances, social insurance, health insurance, unemployment insurance and other employee entitlements under the collective agreement and labour contracts;
2. Tax debts;
3. Other debts.

Only after dissolution costs and debts are paid may the remainder be divided among the owner, members or shareholders (Article 208(6) of the Law on Enterprises). If the assets are not enough to pay all debts, the enterprise does not meet the conditions for dissolution (Article 207(2) of the Law on Enterprises); the legal route is rehabilitation or bankruptcy (phục hồi hoặc phá sản), see Bankruptcy or dissolution.

If the company cannot pay, who bears the tax debt?

Article 17 of the Law on Tax Administration 108/2025/QH15 (Luật Quản lý thuế 108/2025/QH15) (in force from 1/7/2026 under Article 52(1) of that law; tax debts outstanding up to 30/6/2026 are also handled under this law, under Article 53(2)) provides:

• A dissolving enterprise: fulfils its tax payment obligations in accordance with the law on enterprises (point a, clause 1).
• A private enterprise (doanh nghiệp tư nhân), single-member LLC (công ty TNHH một thành viên) or partnership (công ty hợp danh) that terminates operations or is not operating at the registered address without having paid all tax: the private enterprise owner, the owner of the single-member LLC or the general partners fulfil the tax payment obligations in accordance with the law on enterprises (point c, clause 1).
• An LLC with two or more members or a joint-stock company (công ty cổ phần) in the same situation: the capital-contributing members or shareholders are responsible for fulfilling the tax payment obligations in accordance with the law on enterprises (point c, clause 1). The Law on Enterprises limits members' and shareholders' liability to their capital contributions (Article 46(1) and Article 111(1)(c) of the Law on Enterprises), so the specific scope should be assessed by a lawyer case by case.
• Household businesses and individual businesses (hộ kinh doanh, cá nhân kinh doanh): the head of household or the individual is responsible for the remaining tax debt (point d, clause 1).
• Branches and dependent units: the taxpayer that has the dependent units (the managing enterprise) bears it (point đ, clause 1).

In addition, if the dissolution file is inaccurate or falsified, the owner, members of the Members' Council (Hội đồng thành viên), members of the Board of Directors (Hội đồng quản trị), the Director and the legal representative are jointly liable to pay unpaid tax and other debts, and bear personal liability for 05 years from the date the dissolution file is submitted (Article 210(3) of the Law on Enterprises). For an enterprise whose certificate is revoked, the relevant managers and the enterprise are jointly liable for its debts (Article 207(2) of the Law on Enterprises).

Can the legal representative be barred from leaving Vietnam?

Possibly, when the conditions are met. Article 17(5) of the Law on Tax Administration 108/2025/QH15 names the groups of persons who must fulfil tax obligations before leaving Vietnam and leaves the thresholds to the Government; Article 28(1) of Decree 252/2026/NĐ-CP lists:

• The legal representative and the beneficial owner of an enterprise subject to enforcement, with tax debts of VND 500 million or more overdue by 120 days or more (point b).
• The head of a household business or an individual business subject to enforcement, owing VND 50 million or more, overdue by 120 days or more (point a).
• The persons above where the tax authority has notified that the enterprise or household is not operating at the registered address (không hoạt động tại địa chỉ đã đăng ký) and, after 120 days, the tax identification number has been neither reinstated nor terminated (point c).

30 days before the suspension, the tax authority sends a notice to the e-tax transaction account and publishes it on the tax authority's website (Article 28(3)(a.1) of Decree 252/2026/NĐ-CP). The suspension is lifted when the debt falls below the VND 500 million (enterprise) or VND 50 million (household) threshold, when the debt is written off, or when the tax number has been reinstated or terminated as required (Article 28(5) of Decree 252/2026/NĐ-CP). Decree 252/2026/NĐ-CP replaces Decree 49/2025/NĐ-CP on the exit suspension thresholds (Article 74(3)(c) of Decree 252/2026/NĐ-CP).

What else can the tax authority do to an enterprise with tax debts?

Enforcement measures include deducting money from and freezing bank accounts; deducting wages and income; suspending customs procedures; stopping the use of invoices; distraining assets; filing a bankruptcy petition; and revoking the enterprise or household business registration certificate (clause 1, Article 49 of the Law on Tax Administration 108/2025/QH15). Revocation of the certificate applies when enforcement has gone on for 03 years or more without collecting the debt (Article 73(1)(a) of Decree 252/2026/NĐ-CP). An enterprise whose certificate is revoked at the tax authority's request does not go through the dissolution procedure but is moved to the status "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); the tax debt is only written off in the cases set out below.

Late-payment interest (tiền chậm nộp) is 0.03% per day on the late tax (Article 16(2)(a) of the Law on Tax Administration 108/2025/QH15). Tax debts are only written off in narrow cases, such as an enterprise declared bankrupt that has made payments under the law on rehabilitation and bankruptcy and has no assets left (point b, clause 1, Article 21 of the Law on Tax Administration 108/2025/QH15), or one subjected to revocation of its certificate whose debt is more than 10 years past the payment deadline with no prospect of recovery (Article 21(1)(c)). Individuals, heads of household businesses, owners of private enterprises and single-member LLCs whose debt was written off under point c and who return to production or business must repay the amount written off (Article 21(2) of the Law on Tax Administration 108/2025/QH15).

When to ask a lawyer or tax agent

• The tax debt is close to or above the exit suspension threshold and the legal representative needs to travel abroad.
• The assets are not enough to pay wages, insurance and tax, and bankruptcy proceedings need to be considered.
• The tax authority refuses to confirm, or the debt in its system differs from the books.
• Members or shareholders are worried about being asked to pay tax debts on the company's behalf.