Q&A · Dissolution and bankruptcy · Comparison
Suspend or dissolve a company in Vietnam? Procedure, tax, risks
Translated from the Vietnamese original; where they differ, the Vietnamese text and the law prevail.
Awaiting review by a lawyer. Each rule cites its source; where the texts are unclear, the page says so.
Short answer: Suspension of business (tạm ngừng kinh doanh) is a "temporary closure" that keeps the enterprise: notify the Business Registration Office (Phòng Đăng ký kinh doanh) no later than 03 working days in advance, for up to 12 months each time, and from 23/7/2026 no more than 24 consecutive months in total (clause 1, Article 60 of Decree 168/2025/NĐ-CP (Nghị định 168/2025/NĐ-CP)); no tax returns are due if the suspension covers a whole period (point c, clause 1, Article 7 of Decree 252/2026/NĐ-CP (Nghị định 252/2026/NĐ-CP)). Dissolution (giải thể) ends the enterprise's existence for good, is only possible once all debts are paid (clause 2, Article 207 of the Law on Enterprises (Luật Doanh nghiệp)), and requires tax finalisation within 45 days from the dissolution decision (point b, clause 5, Article 10 of Decree 252/2026/NĐ-CP). If you plan to come back within two years, suspension makes more sense; if not, dissolve so that no further obligations arise.
Comparison table: suspension and dissolution
| Criterion | Suspension of business | Dissolution |
|---|---|---|
| Does the enterprise still exist? | Yes, with the status "suspended" (tạm ngừng kinh doanh) (Article 60(5) Decree 168/2025) | No, once moved to "dissolved" (đã giải thể) (Article 64(5) Decree 168/2025) |
| Who decides | The owner, the Members' Council (Hội đồng thành viên) or the Board of Directors (Hội đồng quản trị) (Article 60(2)(b) Decree 168/2025) | The owner, the Members' Council or the General Meeting of Shareholders (Đại hội đồng cổ đông) (Article 207(1)(b) LDN 2020) |
| Notice period | No later than 03 working days before the suspension date (Article 206(1) LDN 2020) | Send the decision within 07 working days from its adoption (Article 208(3) LDN 2020) |
| Duration | Up to 12 months each time, up to 24 consecutive months in total (Article 60(1) Decree 168/2025) | The law sets no total time; after 180 days it may automatically move to "dissolved" if no one objects (Article 208(8) LDN 2020; Article 64(6) Decree 168/2025) |
| Debt condition | Must still pay outstanding tax and insurance, and keep paying debts (Article 206(3) LDN 2020) | Must pay all debts before submitting the dissolution file (Article 207(2), Article 208(7) LDN 2020) |
| Tax returns | Not filed if suspended for a whole month, quarter or year (Article 7(1)(c) Decree 252/2026) | Finalisation no later than the 45th day from the decision (Article 10(5)(b) Decree 252/2026) |
| Invoices | May not be used (Article 7(1)(c) Decree 252/2026) | Invoice obligations must be fulfilled before the tax identification number (mã số thuế) is closed (Article 14(1) Circular 90/2026, OCR copy) |
| Tax identification number | Kept, with the suspended status updated in the tax system (Article 7(1)(c) Decree 252/2026) | Terminated after tax obligations are fulfilled (Article 6(2), Article 7(1)(d) Decree 252/2026) |
| Prohibited activities | Doing business during the suspension without notifying the tax authority is tax evasion (Article 45(4)(k) LTA 2025) | No new contracts (except for dissolution), pledging, mortgaging or donating assets, or raising capital (Article 211(1) LDN 2020) |
| Returning to business | Notify resumption 03 working days before the end date, or confirm within 05 working days when the period ends (Article 60(1) and (8) Decree 168/2025) | The dissolution decision may be cancelled within 180 days if not yet "dissolved" (Article 64(7) Decree 168/2025) |
| Risk if neglected | If resumption is not confirmed and no report is made for 06 months, the certificate is revoked (Article 60(8) Decree 168/2025) | If the file is false, managers are jointly liable for debts for 05 years (Article 210(3) LDN 2020) |
In the table: LDN 2020 is the Law on Enterprises 59/2020/QH14 (Luật Doanh nghiệp); Decree 168/2025 is Decree 168/2025/NĐ-CP (Nghị định 168/2025/NĐ-CP) (consolidated text 2026, including the amendments by Decree 296/2026/NĐ-CP); Decree 252/2026 is Decree 252/2026/NĐ-CP (Nghị định 252/2026/NĐ-CP); LTA 2025 is the Law on Tax Administration 108/2025/QH15 (Luật Quản lý thuế); Circular 90/2026 is Circular 90/2026/TT-BTC (Thông tư 90/2026/TT-BTC).
Does a suspended company still have to pay tax?
During a suspension covering a whole period, the enterprise does not have to file tax returns; if the suspension does not cover a whole month, quarter or year, it still files the return for that period and the annual finalisation file (Article 7(1)(c) of Decree 252/2026/NĐ-CP). The enterprise may not use invoices and remains subject to debt collection, enforcement and tax inspection (Article 7(1)(c) of Decree 252/2026/NĐ-CP). The Law on Enterprises requires outstanding tax, social insurance, health insurance and unemployment insurance to be paid in full during the suspension (clause 3 of Article 206 of the Law on Enterprises). The business licence fee (lệ phí môn bài) has no longer been collected since 1/1/2026 (Article 10(7) of Resolution 198/2025/QH15 (Nghị quyết 198/2025/QH15)), so this charge no longer applies whether the company is suspended or operating. Details: Suspending business.
What happens after 24 months of suspension?
The suspension cannot be extended (Article 60(1) of Decree 168/2025/NĐ-CP). An enterprise suspended since before 23/7/2026 counts the earlier period too; if by the end of the latest period it has exceeded 24 months, it may not register a further suspension (point b, clause 1, Article 21 of Decree 296/2026/NĐ-CP (Nghị định 296/2026/NĐ-CP)). The enterprise must then either resume operations (and confirm within 05 working days) or dissolve. If it does nothing, the Business Registration Office requests a report and may revoke the certificate, after which the enterprise must be dissolved under the procedure in Article 65 of Decree 168/2025/NĐ-CP (Article 60(8) of Decree 168/2025/NĐ-CP, as supplemented by Article 11(3) of Decree 296/2026/NĐ-CP). See Compulsory dissolution.
When should you dissolve straight away?
- You have no plan to resume business within 24 months.
- The enterprise has few assets left, has paid all its debts and wants to end its reporting and accounting obligations.
- Members or shareholders want to divide the remaining assets (this is only possible on dissolution, after all debts are paid, under clause 6, Article 208 of the Law on Enterprises).
Procedures: Dissolving an LLC, Dissolving a joint-stock company.
When should you suspend instead of dissolving?
- A break for seasonal reasons, repairs, waiting for a licence or for the market, with a plan to return within two years.
- The enterprise has long-term contracts, sub-licences (giấy phép con), a brand or customers it wants to keep.
- It cannot yet pay all its debts and so does not yet meet the conditions to dissolve (Article 207(2) of the Law on Enterprises); but if it cannot pay debts that are due, it should consider rehabilitation or bankruptcy (Bankruptcy or dissolution).
Is it different for a household business?
A household business (hộ kinh doanh) suspending for 15 days or more registers with the commune-level registration authority, no later than 03 working days in advance, for no more than one year each time (Article 103(1) of Decree 168/2025/NĐ-CP); that article does not set a 24-month total cap like the one Article 60(1) sets for enterprises. Terminating a household business is simpler than dissolution: pay all debts, and submit a termination notice within 05 working days (Article 104(1)(a) and (b) of Decree 168/2025/NĐ-CP). See Terminating a household business.
When to ask a lawyer or tax agent
- The enterprise has been suspended several times and the 24-month milestone needs to be recalculated.
- You are undecided between keeping the enterprise to sell the capital and dissolving it.
- There are still debts to suppliers, banks or employees.
- There are conditional business licences or long-term contracts to deal with on closure.