Question: I am currently the owner of a single-member limited liability company (LLC). Due to financial difficulties, I wish to dissolve my company. What conditions must be satisfied, who has the authority to decide, and what dossier and procedural steps must be followed?
Answer:
- Conditions for Dissolution of a Single-Member Limited Liability Company
A single-member limited liability company shall be dissolved in the following circumstances:
- Upon the expiration of the operation term stated in the company’s Charter without a decision on extension;
- Under a resolution or decision of the owner in the case the company owner in a limited liability company;
- When the company no longer maintains the minimum number of members or shareholders required by this Law for a consecutive period of six (06) months without carrying out procedures to convert into another form of enterprise;
- When its Enterprise Registration Certificate is revoked, except where otherwise provided by the Law on Tax Administration.
A single-member limited liability company may only be dissolved if it has fully settled all debts and other property obligations and is not involved in any pending court or arbitral dispute.
(Based on Article 207 of the Law on Enterprises 2020, as amended and supplemented in 2025.)
According to the information you provided, in the case of financial difficulties leading to the dissolution of the company, the Company’s Owner must approve the dissolution through a resolution or decision.
- Dossier for Registration of Dissolution of a Single-Member Limited Liability Company
- Notice of Enterprise Dissolution in accordance with (Form No. 30, Appendix I issued together with Circular No. 68/2025/TT-BTC);
- Report on liquidation of enterprise assets, list of creditors and debts already settled, including all tax liabilities and outstanding social insurance, health insurance, and unemployment insurance contributions for employees following the dissolution decision (if any);
- Resolution or Decision of the company owner on the dissolution of the enterprise;
- In cases where the enterprise still has outstanding financial obligations, a copy of the dissolution resolution or decision and the Debt Settlement Plan must be sent to creditors and other persons with related rights, obligations, and interests.
Notes:
- The company owner, Director or General Director, and the legal representative of the single-member limited liability company shall be responsible for the accuracy and truthfulness of the dissolution dossier.
- If the dissolution dossier is found to be untruthful or falsified, the company owner, Director or General Director, and legal representative shall be jointly liable for payment of any unsettled employee benefits, unpaid taxes, and other outstanding debts, and shall bear personal liability before the law for any arising consequences within five (05) years from the date of submission of the dissolution dossier to the Business Registration Authority.
(Based on Article 210 of the Law on Enterprises 2020, as amended and supplemented in 2025, and clause 1 Article 64 Decree 168/2025/ND-CP.)
- Dissolution Procedures
Step 1:
The company must pass a resolution or decision on dissolution. The resolution or decision on dissolution must include the following main contents:
- a) Name and address of the company’s head office;
- b) Reason for dissolution;
- c) Time limit and procedures for liquidation of contracts and payment of debts;
- d) Plan for settlement of obligations arising from labor contracts;
đ) Full name and signature of the owner, Chairperson of the Members’ Council, or Chairperson of the Board of Directors, as applicable.
Step 2:
Notification of dissolution to the Business Registration Office where the company’s head office is located.
- Within seven (07) working days from the date of adoption of the dissolution resolution or decision prescribed in Clause 1, Article 208 of the Law on Enterprises, the enterprise must send the dissolution dossier to the provincial-level Business Registration Authority where its head office is located.
- Within 03 days from the date of receiving the dissolution resolution or decision, the Business Registration Office shall notify the status of the enterprise on the National Business Registration Portal. Thereafter, the enterprise shall complete the tax obligations with the Tax Authority in accordance with the provisions of the Law on Tax Administration.
Step 3:After settling all outstanding debts, within 05 working days from the date of full payment of the enterprise’s debts, the enterprise shall submit the dissolution registration dossier to the provincial-level Business Registration Authority where the enterprise’s head office is located.
Note: Before submitting the enterprise dissolution registration dossier, the enterprise must complete the termination procedures for its branches, representative offices, and business locations at the Business Registration Office where such branches, representative offices, and business locations are situated.
Step 4: After receiving the dissolution registration dossier, the provincial-level Business Registration Authority shall forward the information to the tax authority. Within 02 working days, the tax authority shall respond regarding whether the enterprise has fulfilled its tax obligations. Within 05 working days, if the tax authority confirms that obligations have been fulfilled or has no comments, the registration authority shall update the legal status to “dissolved” and publish the notice on the National Business Registration Portal. If the tax authority refuses due to unfulfilled tax obligations, the registration authority shall notify the enterprise.
Note: - After 180 days from the date from the date the provincial-level Business Registration Authority receives the resolution/decision to dissolve, the enterprise has not submitted the dissolution registration dossier, and there is no objection from the tax authority or related organizations/individuals, the registration authority shall automatically change the legal status of the enterprise and its branches, representative offices, and business locations to “dissolved/ceased operations,” and publish the notice within 03 working days.
- Within 180 days from the date the provincial-level Business Registration Authority receives the resolution or decision to dissolve, and if the legal status of the enterprise has not yet been changed to “dissolved” in the national database, if the enterprise cancels the dissolution decision, it must submit a notice along with the resolution/decision to cancel to the registration authority.
- Within 1 working day from the date of receiving the cancellation notice/resolution/decision, the registration authority shall publish the cancellation notice and restore the enterprise’s legal status in the National Business Registration Information System, and simultaneously send the information to the tax authority.
(Pursuant to Article 208 of the Law on Enterprises No. 59/2020/QH14 as amended and supplemented in 2025, and Article 65 of Decree No. 168/2021/NĐ-CP on enterprise registration.)
Consultation: Company Law Services
