Regulations on notification of enterprise dissolution

The following article examines the notification of enterprise dissolution, analyzes current legal provisions, and addresses common questions regarding such notification for reference.

The following article examines the notification of enterprise dissolution, analyzes current legal provisions, and addresses common questions regarding such notification for reference.

I. What is a notification of enterprise dissolution?

In the enterprise dissolution process, a dissolution notification is considered the first critical step, demonstrating the public disclosure of the enterprise’s termination of operations before the law and society. It is not only a mandatory procedure but also serves as a basis for relevant parties to obtain information and exercise their respective rights and obligations.

1. Definition of a notification of enterprise dissolution

Enterprise dissolution refers to the termination of the legal existence of an enterprise, either at its own discretion or under a decision of a competent authority.

A notification of enterprise dissolution is understood as a document issued by the enterprise to the business registration authority, tax authority, employees, creditors, and other relevant parties, for the purpose of formally announcing the enterprise’s termination of operations in accordance with the law.

2. Why is a notification of enterprise dissolution required?

The notification of dissolution holds significant legal and practical importance, specifically:

Compliance with legal regulations: Clause 3, Article 208 of the Law on Enterprise 2020 requires enterprises to send dissolution notifications to the business registration authority, tax authority, employees, and to publicly disclose such information on the National Business Registration Portal. Failure to comply may result in unlawful dissolution and potential legal consequences for the enterprise’s managers.
Protection of stakeholders’ interests: Employees are informed to claim outstanding salaries, allowances, and insurance; partners and creditors are informed to recover debts and address ongoing contracts; shareholders and members are informed to receive their contributed capital or remaining share value after liquidation.
Facilitation of a transparent and efficient dissolution process: it prevents disputes arising from claims of lack of notification, while supporting state authorities in supervising and confirming that the enterprise has fulfilled all obligations prior to deregistration.
Protection of the enterprise’s and founders’ reputation: Proper and timely notification reflects responsibility and professionalism, allowing the enterprise to “exit in an orderly manner” and maintain a positive image with partners, which is crucial for founders and shareholders in future business ventures.

II. Legal provisions on notification of enterprise dissolution

During the dissolution process, strict compliance with legal provisions on dissolution notification is a prerequisite for completing lawful termination procedures. Current laws provide clear regulations on responsibilities, procedures, and timelines to ensure transparency and protect the interests of relevant parties.

1. Main legal regulations to note

Relevant legal provisions include:

Law on Enterprises 2020, as amended in 2025: Providing for conditions for enterprise dissolution (Article 207) and procedures for dissolution (Article 208), under which the resolution or decision on dissolution and meeting minutes must be sent to the business registration authority, tax authority, and employees.
Decree No. 168/2025/ND-CP: Providing guidance on enterprise dissolution procedures under Article 64.

2. Procedures for issuing a notification of enterprise dissolution

The procedures for issuing a dissolution notification under Article 208 of the Law on Enterprises 2020 (as amended in 2025) and Article 64 of Decree No. 168/2025/ND-CP are as follows:

- Step 1: Adoption of the resolution or decision on enterprise dissolution.

Such resolution or decision must include the following principal contents:

Name and headquarter address of the enterprise;
Reason for dissolution;
Timeline and procedures for contract liquidation and settlement of the enterprise’s debts;
Plan for handling obligations arising from labor contracts;
Full name and signature of the private enterprise owner, company owner, Chairperson of the Members’ Council, or Chairperson of the Board of Directors.

- Step 2: Notification of dissolution.

Within 07 working days from the date of adoption, the resolution or decision on dissolution and the meeting minutes must be sent to the business registration authority, tax authority, and employees of the enterprise. The resolution or decision must also be published on the National Business Registration Portal and publicly posted at the headquarter, branches, and representative offices.

The notification dossier includes the following documents:

Resolution or decision on dissolution: It is issued by the private enterprise owner (for private enterprises), the company owner (for single-member limited liability companies), the Members’ Council (for multi-member limited liability companies and partnerships), or the General Meeting of Shareholders (for joint stock companies);
Meeting minutes of the Members’ Council (for multi-member limited liability companies and partnerships) or the General Meeting of Shareholders (for joint stock companies) regarding dissolution;
Debt settlement plan (if any).

Where the enterprise still has outstanding financial obligations, the resolution or decision on dissolution and the debt settlement plan must be sent to creditors and relevant persons with rights and obligations. The debt settlement plan must specify the creditor’s name and address, the amount of debt, timeline, place and method of payment, as well as procedures and timelines for handling creditors’ complaints.

3. Main considerations to avoid violations

To avoid violations relating to dissolution notification, enterprises should:

Strictly comply with procedures and timelines prescribed under Article 208 of the Law on Enterprise 2020.
Ensure full and timely notification to the business registration authority, tax authority, and employees within 07 working days from the date of adoption of the resolution or decision on dissolution.
Ensure accuracy and completeness of information in the notification, particularly where outstanding financial obligations exist, in which case the resolution or decision and debt settlement plan must be sent to creditors and relevant parties.
In addition to notifying authorities and employees, the dissolution resolution or decision must be published on the National Business Registration Portal and publicly posted at the enterprise’s headquarter, branches, and representative offices.

III. Questions on notification of enterprise dissolution

In practice, the process of issuing a dissolution notification often raises various issues regarding procedures, timelines, and methods of implementation. Understanding legal requirements and main considerations helps enterprises avoid errors, minimize legal risks, and protect stakeholders’ interests. Below are answers to common questions:

1. What is the minimum time for notifying shareholders before dissolution?

Pursuant to Clause 3, Article 208 of the Law on Enterprise 2020, within 07 working days from the date of adoption, the resolution or decision on dissolution and meeting minutes must be sent to the business registration authority, tax authority, and employees.

2. For companies with multiple branches, must the notification be sent to all branches?

For companies with multiple branches, the dissolution notification must be sent to all branches, and procedures for termination of branch operations must be completed prior to submission of the enterprise dissolution dossier, in accordance with Clause 4, Article 64 of Decree No. 168/2025/ND-CP.

3. Is sending dissolution notification via email permissible?

Under Clause 3, Article 208 of the Law on Enterprise 2020, the resolution or decision on dissolution and meeting minutes must be sent to the business registration authority, tax authority, and employees.

Enterprises may use email to notify partners or relevant parties to ensure prompt communication, as the law does not prohibit such a method. However, documents submitted to the business registration authority must be filed directly, via postal services, or through electronic information systems in accordance with regulations.

4. What are the consequences of failing to complete the notification on time?

Failure to complete dissolution notification within the prescribed timeline may result in administrative sanctions, delays in the dissolution process, additional financial obligations, and potential disputes with creditors, employees, or partners.

Pursuant to Article 58 of Decree No. 122/2021/ND-CP, fines ranging from 20,000,000 VND to 30,000,000 VND may be imposed for acts such as:

Failure to implement dissolution procedures upon expiry of the enterprise’s operational term without extension;
Failure to dissolve when the company does not maintain the minimum number of members for 06 consecutive months without converting its enterprise type;
Failure to terminate operations of branches, representative offices, or business locations prior to filing for enterprise dissolution.

5. What information should be included in a dissolution notification to ensure transparency?

Pursuant to Clause 1, Article 64 of Decree No. 168/2025/ND-CP, a dissolution notification must include:

Resolution or decision on dissolution issued by the competent body corresponding to the enterprise type;
Meeting minutes of the Members’ Council or General Meeting of Shareholders regarding dissolution;
Debt settlement plan (if any).

Where outstanding financial obligations exist, the enterprise must send the resolution or decision on dissolution together with the debt settlement plan to creditors and relevant parties. The plan must specify creditor details, debt amounts, payment timeline, place and method, and procedures for resolving complaints.

IV. Should you seek legal counsel for notification of enterprise dissolution?

Enterprise dissolution involves multiple legal regulations and directly affects the rights of various stakeholders. Therefore, engaging legal counsel is advisable to:

Guide the preparation and submission of compliant dissolution notification dossiers;
Advise on handling outstanding debts and contracts;
Represent the enterprise in dealings with state authorities and mitigate legal risks.

If you require consultation on dissolution notification, please contact NPLaw for direct advice and support.