Termination of the tax code upon dissolution of an enterprise

🏢 Businesses

Four stages: decision and notice of dissolution; completion of all returns, annual tax finalization, payment of all obligations and handling of invoices; tax authority terminates the tax code; business registration authority records the dissolution. The second stage is the longest.

TaxDatum helps you prepare and does not file on your behalf. TaxDatum is run by a private company, not the tax authority; filing is done on the official channel named under Where to file.

Machine-translated from the Vietnamese original; under editorial review.

Steps in order

1. 1Decision and notice of dissolutionThe owner, board of members or general meeting of shareholders makes the decision according to the charter and the Law on Enterprises; sends it to the business registration authority and interested parties. The tax authority receives the information through inter-agency data sharing.
2. 2Close branches and dependent units firstTerminate the tax code of dependent units before closing the tax code of the parent company.
3. 3Submit all outstanding tax returnsReview the list of returns on the e-tax account and submit all returns, including those with no transactions.
4. 4Annual tax finalization up to the date of cessation of operationsFinalize corporate income tax with financial statements up to that date; finalize personal income tax of the organization and issue withholding certificates to employees.
5. 5Handle invoices and assetsIssue invoices for remaining transactions, including sale of liquidated assets and inventory; handle incorrect invoices; cease e-invoice usage according to regulations. Consult on tax consequences before distributing assets to owners.
6. 6Pay all obligations and handle overpaymentsPay all tax, late payment interest, and penalties — including business license fee arrears from years before 2026. Overpayments and remaining input VAT credits should be processed before termination.
7. 7Cooperate when the tax authority conducts an inspectionDepending on the case, the tax authority may inspect the annual finalization before terminating the tax code; prepare books and documents.
8. 8Receive the result and complete the dissolutionThe tax authority terminates the tax code and transfers the information to the business registration authority to record the dissolution. Designate a person to retain accounting documents for at least 10 years.

What to prepare

Described by content; the exact form is taken from the system when filing. Tick what you already have.

• Dissolution decision and meeting minutes of the owner, members' council or shareholders' meeting
• Dissolution notice sent to the business registration authority
• List of tax returns reconciled and confirmed with no missing periods
• Financial statements and corporate income tax annual finalization return up to the date of cessation of operations
• Personal income tax annual finalization file of the organization and withholding certificates issued to employees
• Evidence of payment of all tax, late payment interest, and penalties (including old business license fee arrears, if any)
• Invoice file: liquidation invoices for assets and inventory; correction of erroneous invoices; cessation of invoice use
• Request to process overpaid tax and remaining input VAT credits, if any
• Books and documents ready for inspection by the tax authority
• Tax code termination file for branches and dependent units
• Plan for document retention: who retains, where retained, for at least 10 years

🖨️ Print checklist Clear all ticks

Where to file

Dissolution decision, notice and file

Business registration authority, via the National Business Registration Portal.

Tax returns, annual finalization and related files for tax code termination

E-tax system, submitted to the managing tax office; in-person meeting when requested.

Tax code termination information

Tax authority transfers to the business registration authority via inter-agency linkage.

Find the official channel by name (the e-tax system, the tax mobile app, the e-invoice portal, the National Business Registration Portal) and check that the domain belongs to a government body before signing in. Never give your password or digital signature to strangers.

Common mistakes

• Closing the parent company before closing branches and dependent units.
• Forgetting business license fee arrears from years before 2026 — they remain a debt and still block dissolution.
• Distributing assets to owners before determining tax consequences.
• Overlooking overpaid tax and remaining input VAT credits — after termination there is no account to receive them.
• Failing to designate a person to retain accounting records after dissolution.

Explainer articles

6 explainer articles on this procedure on CongThue.com (in Vietnamese).

See also: Status 03 — ceased operations but tax code not yet terminated (TraThue)

Need someone to handle it? Send us your situation; the person in charge will call back to clarify and confirm the scope of work.

Need someone to handle it? →

These are private services in the same network as TaxDatum, not the tax authority. Service fees (if any) are separate from amounts payable to the state budget.

Related procedures

← All tax procedures

Questions and answers

Should the dissolution file be submitted to the tax authority or the business registration authority?

Both, in order. The dissolution decision and notice are sent to the business registration authority; returns, annual finalization and payment of all obligations are submitted to the managing tax office. Once tax obligations are fulfilled, the tax authority terminates the tax code and transfers the information to the business registration authority to complete the dissolution.

If a company has never had revenue, is closing the tax code faster?

Usually simpler because there is less data, but you still must have complete returns for all periods (including zero-activity returns), annual finalization up to the cessation date and no arrears. If an enterprise has missed returns for many periods, it must file them retroactively first.

After dissolution, what documents must still be retained?

Yes. Accounting documents used directly for record-keeping and financial reporting must be retained for at least 10 years under the Law on Accounting. The dissolution decision should clearly state who retains the file and where.

Reference content, written from general rules and possibly not yet updated for new documents; it does not give form numbers, penalty amounts or processing times. TaxDatum.com is run by a private company and is not a government portal. Before applying it to a real case, ask the managing tax office or a qualified professional.