Should you pause a company or close it permanently? This practical guide explains the conditions, procedures, legal consequences and 2026 rules for foreign founders, investors and small businesses in Vietnam.
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A business can stop trading long before it stops existing. When revenue slows, a founder moves overseas or a project is delayed, someone may say, “Let us close the company for now.” That phrase can describe two very different legal choices: temporary suspension of business or company dissolution.
Temporary suspension keeps the company alive for a possible return. Dissolution ends it. The wrong route can leave founders with missed filings, unpaid employee obligations or an unresolved investment project.
Vietnam updated its enterprise registration framework through Decree 168/2025/ND-CP, effective from 1 July 2025, and Decree 296/2026/ND-CP, effective from 23 July 2026. The second decree introduced stricter limits and follow-up duties for suspended companies. Older guides that describe an unlimited series of annual suspensions are no longer reliable.
The short answer
Choose temporary suspension when the business may return and the owners want to preserve the entity. Choose dissolution when the exit is final, the company can pay all debts and the owners are ready to complete the closure work.
1. What is temporary suspension of business in Vietnam?
Temporary suspension, or tạm ngừng kinh doanh, is a registered period during which a company stops ordinary business operations but continues to exist. Its Enterprise Registration Certificate is not cancelled simply because it is suspended.
It suits a founder who needs time to restructure, find funding or wait for the market. It is not the same as quietly closing the office. The suspension must be recorded, ordinary trading should stop, and existing obligations still need attention.
Conditions and time limits in 2026
Under the consolidated Law on Enterprises, a company must notify the provincial business registration authority no later than three working days before the suspension begins. The same notice period applies if it wants to resume earlier than the date already notified.
From 23 July 2026, the rules are more restrictive:
- Each suspension notice may cover no more than 12 months.
- The total period of consecutive suspension may not exceed 24 months.
- Within five working days after the notified suspension ends, the legal representative must confirm through the national enterprise registration system that the company has resumed and has complied with its enterprise registration duties.
- If the company does not confirm, the authority may request a report. Failure to report within six months after the report deadline can lead to revocation of the Enterprise Registration Certificate and dissolution procedures.
A suspended company must still register or notify required corporate changes, including relevant changes to its office, legal representative, members, shareholders or beneficial ownership information.
Temporary suspension procedure
The company normally prepares:
- A suspension notice using current Form No. 27, including the legal representative's telephone number and email address.
- The relevant resolution or decision of the company owner, Members' Council or Board of Directors, depending on the company type.
- Authorization documents if another person files the application.
The dossier may be filed directly, by post or online through the national enterprise registration system. Electronic filing uses an electronic identification account. The current form is prescribed by Circular 121/2026/TT-BTC, effective from 21 August 2026.
The authority issues confirmation within one working day for a valid dossier. A company-wide suspension also updates the status of active branches, representative offices and business locations. If only one dependent unit is stopping, the filing should identify it correctly.
What obligations continue during suspension?
The company remains responsible for outstanding taxes, insurance, debts and contracts with customers and employees unless the parties agree otherwise.
Tax filing relief is not automatic. Under Decree 126/2020/ND-CP, as amended, periodic tax returns are generally not required only where the suspension covers the whole relevant tax period and the company does not resume early. Partial-period returns, payroll matters and regulator-specific reports may still be required.
The practical rule is simple: stop new trading, but check the tax calendar before stopping compliance. If an invoice is needed to complete an earlier contract, consult the tax authority or a qualified adviser before issuing it.
Vietnam also stopped collecting and declaring the annual business licence fee from 1 January 2026. Unpaid amounts from 2025 or earlier remain collectible, according to Government and Tax Department guidance.
Result of temporary suspension
The company remains registered with a suspended status. It can return early with at least three working days' notice, or return when the period ends and complete the new confirmation requirement. Its main benefit is reversibility, but continuing obligations remain.
2. What is company dissolution in Vietnam?
Dissolution, or giải thể doanh nghiệp, ends a company's existence. Once the authority records it as dissolved, the owners need a new entity to return to the market.
Dissolution may follow the owners' decision, expiry of the charter term, failure to maintain the required number of members for six consecutive months without conversion, revocation of the Enterprise Registration Certificate in applicable cases, or a court decision.
Conditions for dissolution
A company may be dissolved only when:
- It can pay all debts and other property obligations.
- It is not involved in an unresolved dispute before a court or arbitration body.
This separates dissolution from bankruptcy. If the company cannot pay its debts, owners should seek advice on restructuring, creditor negotiations or bankruptcy rather than use suspension as a substitute.
Employee-related amounts are paid first in the statutory order, followed by tax debts and then other debts. Remaining assets may be distributed to the owners only after those obligations are settled.
Company dissolution procedure
For a standard voluntary dissolution, the practical sequence is:
- Approve the dissolution. The competent owner or corporate body adopts a resolution or decision covering the reason, liquidation timetable, contract and debt settlement plan, and employee arrangements.
- Start the public dissolution process. Within seven working days, the company sends the resolution or decision, relevant minutes and any debt settlement plan to the provincial business registration authority. Employees and creditors must also be informed.
- Liquidate assets and settle obligations. The company reconciles receivables, sells or transfers assets where appropriate, pays employees and creditors, completes tax filings, resolves electronic invoices and finalizes social insurance and other liabilities.
- Close dependent units. Branches, representative offices and business locations must be terminated before the final dissolution dossier is submitted.
- Submit the final dossier. Within five working days after all debts are paid, the company files current Form No. 30, the asset liquidation report, and the list of creditors and paid debts. For a non-listed joint stock company, the 2026 rules also require a copy of the shareholder register with the dissolution notice.
- Receive final status. The registration authority consults the tax authority. If the tax authority confirms completion or does not object within its response period, the registration authority changes the company's status to dissolved within five working days after receiving the final dossier.
The National Business Registration Portal's current dissolution guidance lists the two-stage dossier and Form No. 30 under Circular 121/2026/TT-BTC.
The registration step can be short, but the real timetable depends on the records behind it. Old returns, customs matters, employee insurance, missing books, unpaid creditors or open branches can turn a five-day decision into months of preparation.
Result of dissolution
The company is recorded as dissolved and its enterprise code can no longer be used. Before completion, it may cancel the decision within the prescribed 180-day process if its status is not yet “dissolved.” After final dissolution, there is no restart button.
3. Temporary suspension vs company dissolution: the key differences
| Issue | Temporary suspension | Company dissolution |
|---|---|---|
| Main purpose | Pause operations and preserve the option to return | Close the company permanently |
| Legal existence | Company continues to exist | Company ceases to exist after completion |
| 2026 time limit | Maximum 12 months per notice and 24 consecutive months in total | No equivalent operating pause period, but statutory filing deadlines apply |
| Debt clearance before filing | Not required, but existing debts and statutory obligations remain payable | All debts and property obligations must be settled before completion |
| Ordinary trading | Should stop during the registered period | Stops and gives way to liquidation and closure activities |
| Tax position | Some periodic returns may be relieved for full suspended tax periods; old liabilities remain | Tax finalization and clearance are central to completion |
| Employees and contracts | Continue unless lawfully ended or the parties agree otherwise | Must be settled as part of closure, with employee claims receiving priority |
| Corporate changes | Required changes must still be registered or notified | Changes are generally limited to what is necessary for liquidation and closure |
| Returning to business | Possible by notice or at the end of the period, with required confirmation | Not possible after final dissolution; a new entity is required |
| Final result | Status remains temporarily suspended | Status becomes dissolved |
4. Extra checks for foreign-invested companies
For a foreign-invested company, the Enterprise Registration Certificate is only one layer. Its investment project and Investment Registration Certificate, if any, require separate attention.
Under the Law on Investment No. 143/2025/QH15, effective from 1 March 2026, an investor that stops an investment project must notify the investment registration authority in writing. Likewise, dissolving the operating company does not by itself complete the procedure for terminating or transferring the investment project.
Foreign owners should therefore check:
- Whether the investment project must be suspended, adjusted, transferred or terminated separately
- Capital contribution, foreign loan, customs, land, lease and sector-specific licence obligations
- Work permits, labour contracts, temporary residence cards and visas connected to the company as employer or sponsor
- Tax and foreign exchange requirements before remitting any remaining capital or liquidation proceeds overseas
- Ownership and transfer of trademarks, domains, software, customer records and other intellectual property before the legal entity disappears
Which option should you choose?
Temporary suspension usually fits a credible plan to return within two years. Dissolution fits a final market exit when the company can clear every liability and related registration.
Do not use suspension simply to postpone an inevitable closure. It preserves a live company with continuing responsibilities. Equally, do not dissolve too quickly if licences, contracts or investment approvals would be difficult to recreate.
For a small business owner, the best question is not “Which procedure is easier today?” It is “Do I still need this legal entity tomorrow?” Once that answer is clear, the compliance path becomes much easier to plan.
If you need support with temporary suspension, dissolution, tax finalization or investment project procedures in Vietnam, EasyTiger can help you find an appropriate legal, tax or corporate services professional.
This article provides general information, not legal or tax advice. Requirements may vary by company type, investment status, regulated sector, employees, debts and filing history.
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