To ensure that tax inspections at the company’s premises upon dissolution are no longer a burden

According to the provisions of the Law on Tax Administration,[1] before submitting a dissolution dossier, the enterprise must be issued a notice by the tax authority certifying that the enterprise has carried out tax procedures and fulfilled tax payment obligations as prescribed. In fact, enterprises still face many difficulties when the competent authority conducts this procedure. In some cases, the tax authority shall carry out the tax inspection at the head office of the enterprise at the time of dissolution procedures. This is one of the reasons leading to the delay in business dissolution procedures at the business registration office.

1. What is a tax check at the headquarters of a business?

Tax inspection at the enterprise's headquarters begins with the tax authority issuing an inspection decision. The inspection procedure includes the inspection of the contents declared by the enterprise, including accounting books, accounting vouchers, and financial statements. In addition, the tax authority also physically inspects the results of tax risk analysis, inspection information data at the head office of the tax authority; the actual situation within the scope and content of the inspection decision.[2] The result of this process is a tax audit record issued by the tax authority.

According to Clause 1, Article 10 of the Law on Tax Administration 2019, tax inspection at the enterprise's head office is carried out in the following cases:

According to Decision No. 970/QD-TCT dated July 14, 2023 of the General Director of Taxation promulgating the tax inspection process (Decision 970), the inspection content will be analyzed by tax officials to determine. The inspection period is the period when the contents to be inspected have not been inspected. Detailed information about the inspection content and period will be recorded in the inspection decision issued by the tax authority. During the inspection, the enterprise is supplemented with an explanation dossier in accordance with the provisions of the tax law and the conclusions and regulations of the competent specialized agency. Upon completion of the inspection, the enterprise is obliged to comply with the recommendations in the tax examination record, conclusions and decisions on handling of tax examination results.[3] It can be a decision on handling tax violations, a decision on sanctioning administrative violations related to tax, a decision on tax assessment, or an inspection conclusion if the enterprise has fulfilled its tax obligations as prescribed.

In addition to these regulations, businesses also note that the new regulations will take effect in the near future. Specifically, Article 23 of the Law on Tax Administration 2025 will take effect from July 1, 2026, supplementing measures applied in tax inspection in case of signs of tax evasion. In this case, the enterprise is responsible for providing information in writing or replying directly, and at the same time handing over relevant documents to serve the temporary seizure of documents by the tax authority.

2. In some cases, enterprises have the right to refuse tax inspection at the head office

Enterprises do not receive or do not understand the decision to conduct a tax examination

Point b, Article 2.1 of Decision 970 stipulates that the tax authority is obliged to send the inspection decision to the enterprise at least 03 working days from the date of signing. This is a mandatory notification procedure in the tax inspection process at the enterprise's headquarters so that the enterprise needs time to prepare for the inspection. Therefore, enterprises have the right to refuse the tax inspection at the head office when they do not receive a decision from the tax authority within the statutory time limit.[4] In this case, the enterprise is recommended to coordinate with the verification inspection team to clarify the inspection grounds, and at the same time record the working minutes during the inspection team's presence at the head office. This will be the basis for the enterprise to exercise its right to refuse.

If the inspection decision has been received from the tax authority, the enterprise needs to read this decision carefully to determine the scope of the inspection and prepare in advance. Because, enterprises are obliged to comply with the inspection decision and provide timely, fully and accurately information and documents at the request of the tax inspection team.[5] Enterprises should actively and actively exchange information with the inspection team, clarify problems to understand and comply with the inspection.

The inspection team requested that the dossier was not related to the inspection content

At the time of inspection, the enterprise will provide documents, documents and/or explanations about the announced inspection contents. These documents are not merely tax finalization records or reports on the use of invoices that enterprises have submitted to tax authorities. Depending on each case, enterprises may be required to present invoices, documents, payment authorizations, commercial contracts, labor contracts; explanation of additional declarations in cases of deficiencies/adjustment of accounting books and accounting vouchers;....

So when the inspection team requests a dossier that is not related to the inspection content, does the enterprise need to do so? According to Clause 1, Article 111 of the Law on Tax Administration, for information and documents not related to the inspection content, enterprises have the right to refuse to provide. For example, accounting books, accounting vouchers, financial statements of parent companies and associated companies; personal data of company members, shareholders, investors, employees,... which are not included in the tax inspection at the dissolved enterprise.

The volume of documents to be checked is too large, the dossier has been lost

According to Decision 970, if more time is needed to review and prepare documents, enterprises can request to postpone the inspection time. The method is to send a written request to the tax authority clearly stating the reason and time of the postponement. Although there is no regulation by law, enterprises are recommended to keep documents proving the reason for postponing the inspection to provide to the tax authorities upon request.

In case accounting documents and data have been lost, the enterprise needs to inspect, determine and make a record of the quantity, current status and causes. At the same time, notify the tax authority in accordance with the provisions of the Accounting Law 2015. Specifically, according to Clause 3, Article 42 of this Law, in order to serve the inspection, enterprises still need to contact organizations and individuals with such dossiers to be copied or re-certified. For example, in case of loss of payment authorization, the enterprise can send an official letter to the bank to request a re-extraction. In addition, for accounting documents related to assets that cannot be recovered through another party, for example, accounting books, financial statements,... the enterprise must inventory the assets to re-establish them in accordance with the law on accounting.

According to the provisions of the Law on Tax Administration,[6] enterprises are required to declare, pay taxes and transact with tax administration agencies through electronic means if they operate in areas with information technology infrastructure. The Law on Digital Transformation 2025 has also set out the State's responsibility in providing full-process public services. Through this, businesses can fully implement the procedures in the digital environment, without having to resubmit documents that are already in the State database many times. Therefore, it may be difficult for businesses to provide paper documents during the tax inspection process at the head office, which may be difficult for businesses that have digitized the process and original documents in accordance with the law. It is thought that tax inspection at the headquarters of enterprises should be carried out flexibly, using available electronic records to facilitate and shorten the inspection time.

Conference on “Reviewing and Improving Tax Administration Procedures and Restructuring the Information Technology System”. Source: Government News

3. Some other notes for dissolved enterprises when conducting tax inspection at the head office

Firstly, enterprises need to consider whether they are subject to mandatory tax inspection at the head office when carrying out dissolution procedures. Enterprises that are not required to make tax finalization upon dissolution are also not subject to tax inspection.[7] Therefore, assuming that from the time of establishment to the time of dissolution, the enterprise does not generate revenue and has not used invoices, it will not have to check taxes at the head office. However, businesses should note that the Law on Tax Administration 2025, which takes effect from July 1, 2026, has specifically recognized that enterprises with high tax risks must carry out tax inspection at the head office when dissolving, terminating their operations, and invalidating their tax codes.[8] The list of enterprises with high tax risks is compiled based on signs of tax law violations and posted on the website of the Department of Taxation.

Secondly, before the time the tax authority announces the inspection decision at the head office, the enterprise has the right to make additional declaration of tax declaration dossiers in accordance with the law on tax administration and fully pay the payable tax amount.[9] In this case, the enterprise will not be sanctioned for administrative violations on tax for violations.

Thirdly, during the inspection and after the inspection has been completed, enterprises need to pay attention to strictly implement the decision to seal documents, safes, warehouses, supplies, raw materials, machinery, equipment, workshops, etc.; do not arbitrarily remove or change the sealing signs legally created by the competent authority. Because if there is a violation, the enterprise must be subject to an administrative fine of up to 10 million VND.[10]

In addition, from July 1, 2025, all 34 provincial-level administrative units after the arrangement have officially come into operation; the Tax sector has also rearranged 20 regional Tax Departments into 34 provincial and municipal taxes to be in line with the new government model. Therefore, businesses also need to update the contact point of the tax authority directly managing to implement tasks related to tax inspection at the enterprise headquarters.

The process of tax audit at the headquarters can pose many challenges, even become a major obstacle in the process of conducting business dissolution procedures. This requires businesses to prepare well and make efforts to coordinate with the tax inspection team throughout this process to carry out dissolution procedures effectively and quickly.