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Consequences of abandoning a business that owes taxes.

Abandoning a business before settling all its obligations, especially a business with outstanding tax debts, will lead to problems such as:

  1.  The legal representative/director of the business has been temporarily prohibited from leaving Vietnam.

  2. Forced coercion was applied.

  3. No new businesses may be established.

  4. The business registration procedure cannot be completed.

Currently, many businesses, for various reasons, are in a state of tax debt, unable or unwilling to fulfill their tax obligations, yet they also refuse to dissolve their businesses. According to statistics, tens of thousands of businesses are in tax debt, with the amount owed potentially reaching hundreds of billions of dong. 

Recognizing this situation, the law has implemented appropriate sanctions to ensure businesses comply with regulations and to support the Tax Administration and the Ministry of Finance in managing and recovering tax debts for the State. So, what problems will a business face if it owes taxes but fails to fulfill its tax obligations?

Consequences of abandoning a business that owes taxes.
Consequences of abandoning a business that owes taxes.

1. Being temporarily prohibited from leaving Vietnam due to outstanding tax debts.

The law stipulates:

"Taxpayers who are subject to enforcement of administrative decisions on tax management, Vietnamese citizens leaving the country to settle abroad, Vietnamese citizens residing abroad, and foreigners before leaving Vietnam must fulfill their tax obligations; if they have not fulfilled their tax obligations, then..." temporarily suspended from leaving the country. According to the regulations on exit and entry, the tax authorities are responsible for notifying the exit and entry authorities about individuals and taxpayers.”

The procedure is as follows:

a) After reviewing, comparing, and accurately determining the taxpayer's tax obligations, the tax authority directly managing the taxpayer shall compile a list of individuals, including individuals who are legal representatives of enterprises, who are subject to temporary travel bans and send it to the immigration authorities, while also notifying the taxpayer to fulfill their tax obligations before departure.

b) On the same day that the tax authority receives the temporary travel ban notice, the immigration authority is responsible for implementing the travel ban as prescribed and publishing it on the immigration authority's website.

c) If the taxpayer has fulfilled their tax obligations, within 24 working hours the tax authority shall issue a document canceling the temporary travel ban and send it to the immigration authority for cancellation as prescribed.

If the taxpayer has not fulfilled their tax obligations before the 30-day temporary travel ban expires, the tax authority will send a document extending the temporary travel ban to the immigration authority and also notify the taxpayer.

d) Documents for temporary travel ban, extension of temporary travel ban, and cancellation of temporary travel ban shall be sent by post or electronically if conditions for electronic transactions are met and published on the tax authority's website. If a document sent to the taxpayer by post is returned and the document has been published on the tax authority's website, it shall be considered as having been sent.

Therefore, for businesses that owe taxes and are subject to enforcement of administrative decisions regarding tax management, the legal representative of the business will be temporarily prohibited from leaving Vietnam until the tax obligations are fulfilled.

2. Subject to enforcement measures when abandoning a business that owes taxes.

Cases where businesses are subject to enforced tax debt collection from taxpayers.

  • Taxpayers who owe taxes and late payment penalties for more than 90 days from the expiration of the tax payment deadline or extended deadline as stipulated in the Law on Tax Administration and by competent state agencies;
  • Taxpayers who owe taxes, fines, or late payment penalties and who abscond or conceal assets;
  • Taxpayers who fail to comply with administrative tax penalty decisions within 10 days of receiving the decision will be subject to enforcement measures to prevent further violations.

In cases where a tax violation penalty decision has an enforcement period exceeding 10 days and the taxpayer fails to comply with the penalty decision within the specified timeframe, enforcement measures will be taken to enforce the tax violation penalty decision (except in cases where the enforcement of the tax violation penalty decision is postponed or temporarily suspended).

In addition, there are also some of the following violations:

  • Credit institutions that fail to comply with administrative tax penalties as prescribed by the Law on Tax Administration and the Law on Handling Administrative Violations;
  • Organizations guaranteeing tax payments for taxpayers: If, after the prescribed 90-day deadline – calculated from the date of expiration of tax payment, penalties, and late payment interest as approved by the tax authority – the taxpayer has not paid the full amount into the state budget, the guarantor will be subject to enforcement measures in accordance with the Law on Tax Administration and the Law on Handling Administrative Violations;
  • The State Treasury does not transfer funds from the account of the person subject to enforcement opened at the State Treasury to deposit into the state budget in accordance with the administrative penalty decision on tax violations issued by the tax authority;
  • Organizations and individuals involved fail to comply with administrative penalty decisions regarding tax violations issued by competent authorities.

Enforcement measures that the Tax Authority will apply to taxpayers:

  • Deducting money from accounts and freezing accounts of taxpayers subject to enforced execution of administrative decisions on tax management;
  • Deducting a portion of salary or income;
  • Stop customs clearance procedures for exported and imported goods;
  • Stop using invoices;
  • Seize assets, auction off seized assets;
  • Collect money and other assets of taxpayers that are being held by other agencies, organizations, or individuals under enforcement action;
  • Revocation of business registration certificates, business licenses, cooperative registration certificates, investment registration certificates, establishment and operation licenses, and professional practice licenses.

In cases where a decision to enforce the subsequent measure has been issued, but there is information and conditions to implement the previous enforcement measure, the person who issued the enforcement decision has the right to decide to terminate the ongoing enforcement measure and issue a decision to implement the previous enforcement measure to ensure the full collection of taxes, fines, and late payment penalties.

Therefore, businesses that owe taxes will not only be subject to enforcement measures by the State to pay off their outstanding debts, but may also have their assets seized, preventing them from conducting import and export activities and using invoices, etc. These issues will cause disruptions to production and business operations, affecting the company's reputation with partners and customers if the business still wants to operate.

3. No new business may be established if there is a previous business with outstanding tax debts that has not yet completed the dissolution process.

Unable to repay their debts, some businesses have opted to "abandon the business." However, after a period of "silence," these business owners then want to establish another business, abandoning the "outstanding tax payments" of their old business.

However, thanks to regulations on information sharing between state agencies, this issue has been resolved. Upon receiving a business registration application, the Department of Planning and Investment will request the General Department of Taxation to issue a tax identification number for the business. 

After receiving the request, the General Department of Taxation conducts a search and review based on personal identification information. The representative whose name is on the business's tax debt will be identified. Not granted a tax identification number to establish a new business. which will require prioritizing the settlement of outstanding tax debts from the previous business.

Example 1: Company A, registered with Mr. Nguyen X as its legal representative, has been notified by the Department of Planning and Investment: “Mr. X – ID card number 26xxx, is currently the legal representative of Company G, established in January 2015 with its headquarters in Dong Da District.” According to a notification from the Hanoi Tax Department, Mr. X has abandoned his business location.

Example 2: According to the National Business Registration Portal, Ms. Do D is the legal representative of six companies established in 2006, 2008, 2009, 2011, 2014, and 2015. Of these, the companies located in Bui Thi Xuan District and Ba Dinh District operated for three years but did not close their tax registration numbers before ceasing business operations for a period of time.

The business registration system is constantly updated with information and status of businesses and individuals, based on notifications received from other government agencies. Furthermore, the Tax Departments of provinces and cities also have a complete list of all businesses with outstanding tax debts in their respective areas.

Therefore, in cases where businesses have outstanding tax debts as described above, the Business Registration Authority will refuse to issue a new license until the business owner settles the tax debts of the previous business.

4. Business procedures cannot be carried out at the Department of Planning and Investment while under tax debt enforcement.

The document requesting tax debt enforcement is sent not only to the business but also to the Department of Planning and Investment where the business is headquartered. Upon receiving this document, the Department of Planning and Investment will proceed with the necessary actions. Business registration system locked on the National Business Registration Portal. Only when the business has settled all tax debts and requested the unlocking of the enforcement mechanism to restore its normal legal status can it proceed with business procedures.

Typically, businesses are unaware or unconcerned about their business registration being forcibly suspended. The most noticeable and time-consuming issue is that businesses may not have enough time to unlock their registration to complete necessary procedures. According to the Business Law, any changes to business registration information must be notified to the Department of Planning and Investment within 10 days of the change, or if a business wishes to temporarily suspend operations, notification must be given at least 03 working days before the suspension date.

The consequence in this case is that the business is unable to notify the Department of Planning and Investment as required, thus preventing it from relocating its headquarters, changing its business lines, etc., as planned. Even more problematic is the failure to temporarily suspend business operations in time, resulting in additional paperwork, tax costs, and other expenses while the business processes these changes and waits for its legal status to be restored.

From the above, if a business has outstanding tax debts that are due but fails to fulfill its obligations, it will face many problems, affecting not only the business itself but also its legal representative. Many businesses still underestimate this issue, and only address it when they have to leave the country or face enforcement action, which creates significant difficulties in terms of time and procedures.

📑 Legal basis

  • Business Law: Effective from February 01, 2021;
  • Tax administration law: Effective from February 01, 2020;
  • Decree 01/2021/ND-CP: Effective from February 04, 2021;
  • Decree 126/2020/ND-CP: Effective from February 05, 2020;
  • Circular 215/2013/TT-BTC: Effective from February 21, 2014;
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