At present, the procedures for suspending business and dissolving enterprises in Vietnam have undergone significant reforms. The new rules shorten the timeline, reduce paperwork, and expand online filing. This creates an opportunity for FDI enterprises to better manage legal risks. Let’s explore the following article with DNP Viet Nam Law Firm.
1. Business Suspension in 2025: Key Changes
1.1. Timeframe and Conditions
- The notice period is shorter: only 3 working days (Clause 1, Article 60, Decree 168/2025/ND-CP), instead of 15 days under the old rule (Clause 2, Article 57, Decree 78/2015/ND-CP).
- The suspension period is maximum 1 year each time (Clause 1, Article 60, Decree 168/2025/ND-CP), while the old rule allowed 2 years.
- There is no limit on consecutive suspensions. Enterprises may suspend many times, as long as they extend on time. This provides flexibility to handle long-term difficulties without being forced to dissolve after 2 years.
- Obligations remain: enterprises must still pay taxes, social insurance, and valid contracts (Clause 3, Article 206, Law on Enterprises 2020).
1.2. Required Documents
- Notice of business suspension (Form No. 27, Appendix I, Circular No. 68/2025/TT-BTC).
- Resolution or decision of the company owner/Board of Members/Board of Directors.
- Power of attorney (if another person submits the dossier). Not required if the legal representative submits directly.
1.3. Procedure
- Online submission: via the National Business Registration Portal. The process has 4 steps: (1) Register an account; (2) Fill in suspension details; (3) Upload scanned documents; (4) Confirm and submit.
- The confirmation time for valid dossiers is 1 working day (Clause 4, Article 60, Decree 168/2025/ND-CP), compared to 3 working days under the old rules.
Comparison Table
| Content | Old Rules | Current Rules |
| Notice | 15 days | 3 days |
| Total period | Max 2 yrs | No limit |
| Tax procedure | Manual | Automatic link |
| Filing method | Mostly direct | Online encouraged |
2. Enterprise Dissolution 2025: Simpler and More Transparent
2.1. Grounds for Dissolution (Article 207, Law on Enterprises 2020, amended 2025)
- Expiration of the operation term in the charter.
- Voluntary decision of the enterprise.
- Insufficient minimum members.
- Revocation of Enterprise Registration Certificate.
Condition: All debts must be paid and no disputes are pending at court/arbitration.
2.2. Dossier for Dissolution
- Notice of dissolution (Form 30, Circular 68/2025/TT-BTC).
- Resolution and meeting minutes.
- Report on asset liquidation (if any).
- List of creditors settled (if any).
- List of employees (if any).
2.3. Dissolution Procedure
- The enterprise passes a resolution/decision on dissolution.
- The owner or Board organizes asset liquidation.
- Within 7 days, send the decision and minutes to the Business Registration Office, tax authority, and employees; also publish and post publicly.
- If debts remain, attach a debt settlement plan and send it to creditors.
- Within 1 day, the Business Registration Office publishes the dissolution notice and updates the enterprise’s legal status.
- Debts are paid in order: employee benefits, taxes, then other debts; any remaining assets are divided among owners/shareholders.
- Within 5 days after paying all debts, the enterprise submits the dissolution dossier and closes branches, representative offices, and business locations.
- The Business Registration Office processes the dossier, seeks opinions from the tax authority, and issues the dissolution notice. If no dossier is filed within 180 days, the enterprise is automatically deemed dissolved.
The 2025 procedures for suspension and dissolution are clearly simplified. They help FDI enterprises save time and costs. However, to comply with the law and avoid legal risks, enterprises must still prepare complete dossiers and settle all financial and labor obligations.
DNP VIET NAM LAW FIRM
Contact:
🏢 Address: 5th floor, 52 Nguyen Thi Nhung street, Van Phuc estate, Hiep Binh ward, Ho Chi Minh City, Viet Nam
📩 Email: info@dnp-law.com
📞 Hotline: 0987 290 273 (Đinh Văn Tuấn Lawyer).
Website: https://www.dnp-law.com/
