Dissolution and liquidation of foreign company in Vietnam

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The Company is a foreign invested company located in Vietnam. The Company shall be dissolved and liquidated and is seeking SB Law’s assistance with regard to the liquidation process.

Thus, we would like to provide some information as follows:

We anticipate that our work will comprise of the following 4 main work streams. These are the key work streams required in any liquidation process. Depending on the Company’s specific position, other work may be required.

Work stream 1: Assistance with liquidation process

i.          Provide the company on overview on the regulatory and administrative procedures for the liquidation process.

ii.         Assist with drafting various documents for submission to the relevant authorities in relation to the liquidation process, including but not limited to:

  • Draft a liquidation plan for submission to the licensing body;
  • Draft the company’s sample of decision and dissolution;
  • Draft necessary documents for management’s review and decision, such as standard notification to the company’s suppliers, customers and information letter to the licensing authority regarding the company dissolution;
  • Draft and compile other documents required by licensing authority, tax, customs and police offices for management’s review and finalization;
  • Draft the Closing Application Letter;

iii.        Assist with public announcement in newspaper;

iv.        Submit the dossier after review and decision by the management and following up the approval process of relevant authorities, obtaining approval from relevant authorities;

v.         Assist with the return of the Company’s seal to the Police;

vi.        Assist in planning the liquidation process;

vii.       Advice most appropriate approach for liquidation process;

viii.      Assist in project management.

Work stream 2: Assist with the sales of land and building

i.          Advice on general land issues in relation to the liquidation;

Work stream 3: Labor

i.          Advice on general labor issues in relation to the liquidation;

ii.         Analyze impacts of liquidation and administrative procedure with respect to labor;

iii.        Assist the company in preparing the labor redundancy plan;

iv.        Draft termination agreements with employees for management’s review and decision or review such termination agreements prepared by the company.

Work Stream 4: Tax

i.          Advice on various taxation matters which may arise in relation to the liquidation;

ii.         Advice tax implications of transfer of assets, redundancy payments etc;

iii.        Advice on tax implications for the shareholders of liquidated company

iv.        Process the closure of tax code (deregistration)

Our scope of work does not include the following:

  • Follow up with the parties concerned to obtain their consent, except specifically stated above;
  • Valuations of assets to be transferred;
  • Drafting documents for the asset transfer;
  • Dealing with other authorities not mentioned above in the scope of work;
  • Proposing or agreeing any settlements to the tax auditors in a tax audit;
  • Working with the Tax Agency for Tax Clearance;
  • Making any decisions on behalf of the company’s management;
  • Any services that are not included in the scope of work mentioned above.


The Deliverables will include documents prepared in Vietnamese as required for submission to licensing bodies. The Company will review, approve and where necessary sign these documents. S&B Law may provide English translations of these documents (or extracts thereof), but the translated documents should be used for reference other the purposes of discharging the Company’s responsibility for the positions taken and the underlying company information.

Key assumptions, exclusions and limitations

The scope of our advice and our ability to meet any reporting deadlines will be subject to the following assumptions and limitations:

  • All information requested by us is made available for our review on a timely basis;
  • Except as specifically indicated in our report, we will not verify the accuracy of any information provided to us by the Company, whether verbally or in writing;
  • The information and commentary given in our report will be solely for the use of the party to which such report is addressed. Our report may not be published or reproduced or referenced in whole or in part or circulated to unintended recipients without our express prior written consent;
  • All advice given will be based on our understanding and interpretation of the law and in accordance with current professional practice and guidelines. Changes in the law and in interpretations may take place before our advice is acted upon or may be retrospective in effect;
  • Unless otherwise specifically instructed, we shall not be responsible for the implementation or on-going monitoring of any structures or arrangements which we may have been involved in setting up.
If you would like further information on Dissolution and liquidation of foreign company in Vietnam, please either email to our Partners at: info@sblaw.vn or call to our Office:
Ha Noi Office: +84 (4) 62 62 0246
HCM Office: +84 (8) 35 208 101.


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