When an enterprise proceeds with dissolution procedures, one of the key legal requirements is the preparation of a financial statement after dissolution. So, what are the legal provisions governing such a statement? NPLaw provides a detailed analysis below to help readers understand and comply effectively.

I. Current situation regarding financial statements after dissolution 

In practice, many enterprises, when undergoing dissolution, often focus solely on administrative procedures such as notifying the business registration authority or terminating their tax code, without paying adequate attention to preparing the final financial statement. It has led to widespread issues of incomplete, non-transparent, or late submissions, causing difficulties for regulatory authorities and exposing both the enterprise and its management to potential legal liabilities.

Failure to prepare or incorrect preparation of such statements can result in legal risks from administrative sanctions to an inability to finalize the dissolution process.

II. What is a financial statement after dissolution?

1. Importance of financial statements after dissolution

Financial statements after dissolution play a particularly vital role because it:

  • Serves as proof that the enterprise has fulfilled all its financial obligations toward the State, employees, and relevant parties;
  • Reflects the company’s financial status clearly, assisting relevant parties in understanding the situation for proper settlement;
  • Provides a legal basis for protecting shareholders’ or members’ rights in the distribution of remaining assets;
  • Prevents potential legal risks during post-dissolution inspections or audits.

In summary, the financial statement after dissolution is an essential document ensuring transparency and legal compliance, enabling the enterprise to terminate operations lawfully, fully, and safely.

2.  Main considerations when preparing financial statements 

When preparing statements, enterprises should pay attention to the following:

  • Ensuring accuracy, completeness, and truthfulness in accordance with statutory formats;
  • Maintaining complete accounting books, invoices, and documents for inspection and verification by tax authorities;
  • Submitting the statements on time as required by law to avoid sanctions for late filing.

Complying with these principles not only helps the enterprise complete dissolution procedures lawfully but also prevents potential disputes or complaints later.

III. Legal provisions relating to financial statements after dissolution1. Relevant legal regulations

Legal provisions governing financial statements after dissolution are set out in several legislative instruments, including:

  • Law on Enterprises 2020, as amended in 2025: Conditions and cases for dissolution (Article 207); procedures (Article 208); and dissolution dossier (Article 210);
  • Decree No. 168/2025/NĐ-CP on enterprise dissolution registration (Article 64);
  • Law on Tax Administration 2019: Termination of tax identification number validity upon dissolution (Article 39); tax return dossiers (Article 43); and fulfillment of tax obligations in dissolution cases (Article 67);
  • Decree No. 41/2018/NĐ-CP on administrative sanctions in accounting and auditing (Article 11 on violations of financial statement preparation and presentation; Article 12 on violations regarding submission and disclosure of financial statements).

Understanding these provisions is crucial to ensure smooth, lawful tax finalization during dissolution and to prevent unnecessary legal risks.

2. Common violations relating to financial statements after dissolution

Typical violations enterprises often commit include:

  • Late submission of financial statements to competent authorities (sanctions under Point a, Clause 1, Article 12 of Decree 41/2018/NĐ-CP);
  • Incomplete statements lacking required signatures of authorized persons (sanctions under Clause 1, Article 11 of the same Decree);
  • Falsifying data in financial statements (sanctions under Point a, Clause 4, Article 11 of the same Decree).

Awareness of these provisions helps enterprises avoid legal exposure and complete dissolution procedures smoothly.

IV. Common questions about financial statements after dissolution

1. Who is responsible for preparing financial statements after dissolution?

Under Point d, Clause 2, Article 29 of the Law on Accounting 2015, financial statements must take the signatures of the preparer, the chief accountant, and the legal representative of the accounting unit. The signatories shall be responsible for the contents of the financial statements. 

Although current laws do not specify who must prepare financial statements after dissolution, it remains the enterprise’s responsibility. The statement must include signatures of the preparer, the chief accountant, and the legal representative, all of whom are jointly liable for its contents. 

2. When and how must financial statements after dissolution be completed?

According to Clause 4, Article 44 of the Law on Tax Administration 2019, The duration for submitting tax declaration dossiers in cases of business termination, contract termination, or enterprise reorganization shall not exceed 45 days from the occurrence of such case.

Therefore, the enterprise must complete its financial statements covering the period from the beginning of the fiscal year up to the date of the dissolution decision. The statement must be submitted along with the tax finalization dossier to the tax authority. 

3. How should a company handle incomplete financial information?

If a company lacks sufficient information to complete the statement, it may have difficulties in tax finalization and dissolution approval. In such cases, the enterprise should:

  • Review and recover available information from archives or accounting records;
  • Communicate with the tax authority and provide a detailed explanation for missing information;
  • Based on restored information and the explanation, prepare and submit the statement following the authority’s instructions.

Proper handling ensures lawful completion of dissolution procedures and avoids administrative rejection or sanctions. 

4. How are disputes arising from financial statements after dissolution resolved?

In the event of a dispute, the typical resolution process includes:

  • Negotiation or mediation: Parties jointly review financial figures, compare with original documents, and agree on corrective measures;
  • Litigation or arbitration: If negotiation fails, either party may bring the dispute before a court or arbitral tribunal under the Civil Procedure Code 2015 (amended 2025) or the Law on Commercial Arbitration 2010.

Choosing the proper forum ensures objectivity, transparency, and protection of lawful rights throughout the dissolution process.

5. Can individuals be held liable for false financial statements after dissolution?

Submitting inaccurate or falsified post-dissolution financial statements constitutes a serious violation and may result in:

  • Administrative sanctions under Article 11 of Decree 41/2018/NĐ-CP;
  • Criminal prosecution under Article 221 of the Criminal Code 2015 (amended 2017) for violations of accounting regulations causing serious consequences.

Accordingly, depending on the severity and consequences, individuals involved may face administrative or criminal responsibility. 

V. Professional legal assistance for financial statements after dissolution?

Preparing financial statements after dissolution demands precision and strict legal compliance. Even minor errors may expose an enterprise to legal liabilities or prevent lawful termination of operations.

With a team of experienced lawyers and legal specialists, NPLaw provides reliable, professional legal services to safeguard clients’ legitimate interests. For legal advice or support regarding post-dissolution financial reporting, please contact NPLaw for effective assistance.