Guide to enterprise dissolution 2026: New form from august 21

Long Phan Consulting notes that many businesses are facing difficulties when carrying out enterprise dissolution 2026 because the application forms have recently changed. From August 21, 2026, Circular No. 121/2026/TT-BTC introduced Form No. 30 – Notice of Enterprise Dissolution, replacing the corresponding form under Circular No. 68/2025/TT-BTC. The conditions, procedures, and order of debt payment upon dissolution remain governed by the Law on Enterprises 2020 (amended and supplemented in 2025) and Decree No. 168/2025/ND-CP. This article consolidates the current legal framework to help businesses identify the applicable cases, prepare the correct forms, and avoid rejection during submission.

Cases and Conditions for Enterprise Dissolution 2026

Legal basis: Article 207, Law on Enterprises and Businesses 2020 (Point c, Clause 1, as amended by Law No. 76/2025/QH15).

Before preparing a dossier, an enterprise must confirm which of the four dissolution cases applies and whether it meets the statutory conditions. These two factors determine the entire course of action.

4 Cases Where an Enterprise Is Dissolved

Under Clause 1, Article 207, Law on Enterprises and Businesses 2020, an enterprise is dissolved in one of the following four cases:

• The operating term stated in the company charter expires without an extension decision.
• The dissolution is adopted by resolution or decision of the sole proprietorship owner, the Members’ Council (partnership or limited liability company), the company owner, or the General Meeting of Shareholders (joint-stock company).
• The company no longer has the minimum number of members or shareholders for six consecutive months and fails to convert its enterprise type (Point c, as amended by Law No. 76/2025/QH15).
• The Enterprise Registration Certificate is revoked, except where the Law on Tax Administration provides otherwise.

The first three cases are voluntary dissolution, carried out at the enterprise’s own initiative under Article 208, Law on Enterprises and Businesses 2020. The fourth case follows a separate procedure under Article 209, discussed later in this article.

Mandatory Conditions for Dissolution

Under Clause 2, Article 207, Law on Enterprises and Businesses 2020, an enterprise may only dissolve if it simultaneously satisfies two conditions:

• It has paid off all debts and other property obligations, including debts to partners, tax debts, social insurance, health insurance, unemployment insurance, and employee entitlements under labor contracts or collective bargaining agreements.
• It is not undergoing dispute resolution at a Court or a commercial Arbitration Center.

If these two conditions are not both met, the enterprise cannot file a dissolution dossier, even if it already falls within one of the four cases above.

Procedure for Enterprise Dissolution

For voluntary dissolution under Points a, b, and c, Clause 1, Article 207, the enterprise must complete the following four steps in sequence. Skipping a step or performing them out of order is a common cause of rejected dossiers or delayed processing.

1. Adopt the dissolution resolution or decision. The sole proprietorship owner, Members’ Council, company owner, or General Meeting of Shareholders adopts the dissolution resolution or decision (Clause 1, Article 208, Law on Enterprises and Businesses 2020). This document must state the company name and head office address; the reason for dissolution; the timeline and procedure for contract liquidation and debt payment; the plan for handling obligations arising from labor contracts; and the full name and signature of the authorized representative.
2. Liquidate assets and pay debts in priority order. The company owner, Members’ Council, or Board of Directors directly organizes asset liquidation, unless the company charter provides for a separate liquidation team (Clause 2, Article 208, Law on Enterprises and Businesses 2020). Debts are paid in the priority order set out in Clause 5, Article 208, Law on Enterprises and Businesses 2020:

After the dissolution costs and the debts above are paid in full, the remaining assets are distributed to the sole proprietorship owner, members, shareholders, or company owner in proportion to their contributed capital or shares (Clause 6, Article 208, Law on Enterprises and Businesses 2020).

Need a review of a specific dossier at this stage? Clients may send the enterprise name, business type, debt status, and desired completion timeframe for Long Phan Consulting to review before filing.

1. Submit the dissolution dossier to the business registration authority within 5 working days. The enterprise’s legal representative must submit the enterprise dissolution 2026 dossier to the business registration authority within 5 working days from the date all debts are paid (Clause 7, Article 208, Law on Enterprises and Businesses 2020). Under Article 64, Decree 168/2025/ND-CP, the receiving authority is the Business Registration Division under the Department of Finance where the enterprise’s head office is located.
2. The business registration authority updates the legal status on the National Database. Upon receiving the dissolution resolution or decision, the business registration authority must announce the enterprise’s dissolution status on the National Business Registration Portal, together with the resolution, decision, and debt-settlement plan if any (Clause 4, Article 208, Law on Enterprises and Businesses 2020). Within 5 working days from receiving the dissolution dossier, or after 180 days from receiving the dissolution resolution or decision without a written objection, the authority updates the legal status to “dissolved” in the system (Clause 8, Article 208, Law on Enterprises and Businesses 2020).

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Enterprise Dissolution Dossier Under the New Form

Legal basis: Article 210, Law on Enterprises and Businesses 2020; Article 64, Decree 168/2025/ND-CP; Circular 121/2026/TT-BTC.

From August 21, 2026, the required dossier components remain unchanged from Article 210, Law on Enterprises and Businesses 2020, but the dissolution notice form has been replaced. Enterprises should review both points below before filing.

Dossier Components by Enterprise Type

Under Article 210, Law on Enterprises and Businesses 2020 and Article 64, Decree 168/2025/ND-CP, an enterprise dissolution 2026 dossier includes:

• The Notice of Enterprise Dissolution (Form No. 30), signed by the legal representative.
• The asset liquidation report; the list of creditors and debts already paid, including tax debts and social insurance, health insurance, and unemployment insurance debts for employees, after the dissolution decision is issued (if any).
• The company seal and the seal-sample certificate (if the enterprise holds a police-issued seal), or a written confirmation of seal destruction.
• The original Enterprise Registration Certificate.
• For unlisted joint-stock companies not yet registered for securities trading: a copy of the shareholder register.

How to Complete Form No. 30 – Notice of Enterprise Dissolution (New Form)

Form No. 30 in the Appendix to Circular 121/2026/TT-BTC replaces the corresponding form under Circular 68/2025/TT-BTC, while keeping the same mandatory content: the enterprise name, enterprise code, and head office address; the reason for dissolution; confirmation of completed tax and social insurance obligations; and a commitment that all debts have been paid. Enterprises should download the official form from the National Business Registration Portal rather than reuse an old saved copy, to avoid citing the wrong document number.

Filing Method: Direct Submission or via the National Business Registration Portal

Decree 168/2025/ND-CP prioritizes filing through the National Business Registration Portal using a digital signature, which carries the same legal value as a paper dossier. Enterprises may also file directly or by postal service to the Business Registration Division under the Department of Finance where their head office is located.

Dissolution Following Revocation of the Enterprise Registration Certificate or a Court Decision

Legal basis: Article 209, Law on Enterprises and Businesses 2020.

Unlike the three voluntary dissolution cases, dissolution due to revocation of the Enterprise Registration Certificate (Point d, Clause 1, Article 207) is initiated by the business registration authority. The enterprise has an obligation to cooperate rather than decide the timing itself.

Procedure When the Business Registration Authority Initiates Dissolution

The business registration authority must announce the enterprise’s dissolution status on the National Business Registration Portal at the same time as issuing the revocation decision, or immediately upon receiving an effective court dissolution decision (Article 209, Law on Enterprises and Businesses 2020). The enterprise must convene a meeting to decide on dissolution within the statutory period; if it fails to do so, the business registration authority and relevant departments coordinate to carry out the asset liquidation.

The Enterprise’s Responsibility in This Case

The relevant managers and the enterprise jointly bear responsibility for the enterprise’s debts where the Enterprise Registration Certificate is revoked (Clause 3, Article 207, Law on Enterprises and Businesses 2020). The enterprise must still complete debt payment in the priority order under Clause 5, Article 208 before the authority updates the status to “dissolved.”

Errors That Cause a Dissolution Dossier to Be Rejected or Delayed

Legal basis: Articles 210 and 211, Law on Enterprises and Businesses 2020; Circular 121/2026/TT-BTC.

Most rejected enterprise dissolution 2026 dossiers fall into four error groups below. Recognizing them early helps enterprises avoid refiling.

Using the Old Form Under Circular 68/2025 After August 21, 2026

From August 21, 2026, a dissolution notice using the form under Circular 68/2025/TT-BTC will not be accepted by the Business Registration Division. Enterprises must use the correct Form No. 30 under Circular 121/2026/TT-BTC before filing.

Unfinished Tax, Social Insurance, or Employee Entitlement Obligations

This is a mandatory condition under Clause 2, Article 207, Law on Enterprises and Businesses 2020. A dossier lacking evidence of paid tax or social insurance debts, or lacking tax finalization confirmation from the tax authority, will be rejected or delayed.

Inaccurate or Falsified Declarations — Personal Joint Liability for 5 Years

Where a dissolution dossier is inaccurate or falsified, the persons listed in Clause 2, Article 210, Law on Enterprises and Businesses 2020 — members of the Board of Directors, Members’ Council, company owner, sole proprietorship owner, Director or General Director, general partners, and legal representative — must jointly pay unresolved employee entitlements, unpaid taxes, and other unpaid debts, and bear personal liability for 5 years from the date the dossier is filed.

Carrying Out Prohibited Activities After a Dissolution Decision

Under Clause 1, Article 211, Law on Enterprises and Businesses 2020, once a dissolution decision is issued, the enterprise and its managers are prohibited from: concealing or dissipating assets; waiving or reducing debt claims; converting unsecured debts into debts secured by company assets; entering new contracts, except those needed to carry out the dissolution; pledging, mortgaging, donating, or leasing assets; terminating effective contracts; and raising capital in any form. Violations may result in administrative penalties or criminal liability depending on severity, plus compensation for any resulting damage.

Distinguishing Dissolution From Bankruptcy

Legal basis: Article 214, Law on Enterprises and Businesses 2020; Bankruptcy Law 2014.

Many enterprises confuse these two procedures. Article 214, Law on Enterprises and Businesses 2020 refers bankruptcy matters to the Bankruptcy Law.

Where an enterprise discovers during dissolution that it cannot pay all its debts, it must switch to the bankruptcy procedure instead of continuing dissolution.

Comprehensive Enterprise Dissolution Consulting and Procedure Services

Long Phan Consulting provides legal consulting and support for businesses during dissolution, restructuring, termination of operations, and settlement of related legal obligations, including:

• Advising on dissolution conditions, applicable cases, and appropriate procedures under current regulations;
• Reviewing the company’s legal status, financial obligations, outstanding debts, contracts, and unresolved matters before dissolution;
• Advising on asset liquidation, debt settlement, and the priority order for satisfying the company’s obligations;
• Advising on tax, invoice, social insurance, and employee benefit obligations before termination of operations;
• Preparing dissolution resolutions, decisions, debt settlement plans, notices, and other relevant legal documents;
• Preparing and reviewing dissolution dossiers in accordance with the latest forms and applicable regulations;
• Assisting businesses with procedures before business registration authorities, tax authorities, and other competent agencies;
• Representing businesses under authorization to submit dossiers, monitor processing, provide explanations, and supplement documents when requested;
• Advising on the handling of ongoing contracts and obligations toward partners, customers, and other relevant parties;
• Advising on the responsibilities of owners, members, shareholders, and company managers during the dissolution process;
• Supporting businesses in handling rejected dossiers, delayed processing, or other procedural difficulties;
• Advising on conversion, restructuring, or bankruptcy procedures when the business does not satisfy the conditions for dissolution.

Customers can send case documents via email info@longphanpmt.com or Zalo 0906.735.386 for an initial assessment.

Frequently Asked Questions About Enterprise Dissolution Procedures in 2026

Enterprise dissolution requires a business to complete various obligations before its legal existence can be terminated, including paying outstanding debts, fulfilling tax obligations, and preparing the required documents under current regulations. Changes to forms and procedural requirements may directly affect the dissolution process. The following frequently asked questions help businesses better understand the applicable conditions, timelines, and legal issues when carrying out dissolution procedures.

Conclusion

Enterprise dissolution in 2026 continues to be governed primarily by Articles 207–214 of the Law on Enterprises 2020 and Decree No. 168/2025/ND-CP. However, the key change concerns the application form: from August 21, 2026, businesses must use Form No. 30 under Circular No. 121/2026/TT-BTC instead of the previous form. Businesses should correctly identify the applicable dissolution case, fully settle obligations according to the statutory priority order, and prepare the dossier using the latest form to avoid rejection or delays. Long Phan Consulting is ready to review the dossier and provide comprehensive support throughout the enterprise dissolution procedure. For specific advice, please contact 1900636389.