Vietnam makes it relatively easy to establish a business. Dissolving one can expose every administrative mistake made along the way.
Successful entrepreneurs have usually tried several business ideas before finding one that works. Starting is the optimistic part: there is a name, a plan and perhaps a logo before there is even a customer. Much harder is seeing the idea through. Harder still is admitting that it is going nowhere and the sensible thing to do is shut it down.
In Vietnam, there may be some hassle ahead if you haven‘t been careful.
Articles and social-media posts regularly warn that dissolving a Vietnamese company can take months, sometimes longer, and cost considerably more than establishing it. There is truth in this, but the problem is not an enormous official closing fee. It is that a company cannot simply hand back its registration certificate and walk away.
Opening the doors
For a Vietnamese-owned company in an ordinary, unrestricted sector, incorporation can be relatively straightforward. The company applies for an Enterprise Registration Certificate, establishes its tax identity and completes the necessary post-registration formalities.
The basic government registration fees are modest. Applications submitted online may even qualify for a fee exemption. In practice, most of the cost comes from professional assistance, document preparation, an eligible registered address, accounting and any licences required for the chosen activity.
Foreign investors face additional layers. A foreign-invested company needs an Enterprise Registration Certificate and, where required, an Investment Registration Certificate covering the underlying investment project. Rules introduced in 2026 allow some foreign investors to establish the company before obtaining the investment certificate, although the project itself cannot operate until the required approval has been issued. Foreign ownership restrictions and sector-specific conditions may also apply. Vietnam Briefing provides a useful overview of the incorporation process.
None of this is quite as simple as downloading an app and becoming a CEO before lunch. Nevertheless, opening a company generally means presenting a plan for the future. Closing one means accounting for its entire past.
Why closing takes longer
Under Vietnam’s Law on Enterprises, a company may be voluntarily dissolved only after it has settled all debts and other liabilities. It must also not be involved in an unresolved dispute before a court or arbitration body. The dissolution decision must identify how contracts will be terminated and how debts will be paid. Employees, creditors, the tax authority and the business-registration authority must then be notified. The consolidated Law on Enterprises sets out these conditions.
Debts are paid in a prescribed order. Employee wages, severance, social-insurance obligations and other rights under employment agreements come first, followed by tax debts and then other creditors.
Tax closure is commonly the slowest stage. The company must submit its final returns, deal with unused invoices and settle corporate income tax, VAT, personal income tax and any late-payment interest or penalties. The tax authority may examine records from previous years before closing the company’s tax code. Grant Thornton notes that this review can stretch over several months in practice, particularly when declarations contain inconsistencies or supporting documents are missing. Grant Thornton Vietnam
A foreign-invested enterprise may have more to unwind: termination of its registered investment project, cancellation of the Investment Registration Certificate, closure of foreign-investment capital accounts and, where relevant, customs clearance. Employees, leases, bank accounts and assets must also be dealt with properly.
What are the “high fees”?
There is no single official price for closing a Vietnamese company. Online estimates sometimes quote anything from VND 5 million to VND 50 million for an uncomplicated dissolution, with considerably higher figures for foreign-invested or non-compliant businesses. These are commercial service estimates, not a government tariff.
The distinction matters. A clean, inactive company with complete accounts, no employees and no debts should be much easier to close than a business that has traded for years, missed filings or mixed company money with personal spending. What owners describe as a “closing fee” may include accountants reconstructing records, lawyers dealing with several authorities, back taxes, fines and the continuing cost of maintaining the company while the process drags on.
Simply abandoning it is not a clever shortcut. Failure to file reports and formally suspend or dissolve the business can leave the company accumulating compliance problems. Its legal representative may also encounter restrictions connected with the unresolved company.
Plan for failure before opening
The uncomfortable lesson is that closing costs are created while the company is operating. Proper bookkeeping, timely tax filings, documented capital contributions and clean employment records are not merely chores for successful businesses. They are also the escape route for unsuccessful ones.
If the business may recover, temporary suspension can provide breathing room without immediately committing to dissolution. If it clearly will not, delaying the decision usually makes the eventual closure more expensive.
Changing your mind is part of doing business. Just make sure you leave the paperwork in good order on your way out.
