The question Katitax hears most from newly formed or quiet-period companies
Katitax · Published 17 Sep 2026
This is the question Katitax hears most often from two groups of clients: newly established companies that haven't signed a single contract yet, and operating companies that had a month or quarter with no transactions. Short answer: a company is only exempt from filing tax dossiers for a given period if it has formally registered a business suspension covering that FULL period with the business registration authority. Otherwise — even with zero invoices — the company must still file every return and report on schedule.
Under Clause 2, Article 4 of Decree 126/2020/ND-CP (detailing certain articles of the Law on Tax Administration), a taxpayer that suspends operations for a full month, full quarter, or full calendar/fiscal year is not required to file tax dossiers for that period. But if the suspension does not cover the full period — for example, registered mid-month — or if no suspension was ever registered at all, the company must still file monthly/quarterly returns and the annual settlement dossier.
In other words: having no revenue and having registered a business suspension are two different things. Many companies simply "go quiet" without ever filing a suspension notice with the Department of Planning and Investment — legally, such a company is still considered active, so it must keep filing exactly as if business were normal.
| Filing | Required? | Note |
|---|---|---|
| VAT return (monthly/quarterly) | Yes | Filed as "no activity" or with zero figures — still due on time |
| Personal income tax withholding return (monthly/quarterly) | Only if withholding occurred | If no salary was paid, or salary was paid but no withholding was triggered that period, that period's return may not be required — assess case by case |
| Annual financial statements | Yes | Mandatory for an operating company even with no revenue or expenses for the year |
| Annual CIT / PIT settlement dossier | Yes | Mandatory if the company operated for any part of the year, even if the result is zero tax payable |
If a company has filed a business suspension notice and the suspended period exactly matches a full tax filing period (a full month/quarter/year), it is exempt from the items above for that specific period only.
For annual financial statements specifically, the current penalty under Article 12 of Decree 41/2018/ND-CP (as amended by Decree 102/2021/ND-CP) is as follows — applicable to organizations:
| Violation | Fine (organization) |
|---|---|
| Late filing, under 3 months past the deadline | VND 5 – 10 million |
| Late filing, 3 months or more past the deadline | VND 10 – 20 million |
| Failure to file annual financial statements at all | VND 40 – 50 million |
Separately, late monthly/quarterly tax returns (VAT, PIT withholding, etc.) carry their own penalties under tax administrative-violation regulations — the exact amount depends on how many days late each specific return is. Katitax advises on the precise figure once we review the actual filing record.
If you know in advance that no transactions will occur for a stretch of time, the sensible move is to file a business suspension notice with the Department of Planning and Investment where the company is registered, covering the full month/quarter/year you intend to pause. Doing this correctly exempts the company from tax filing obligations for exactly the period registered — instead of having zero revenue while still quietly racking up filing obligations you didn't know about.
Source: Clause 2, Article 4, Decree 126/2020/ND-CP (detailing certain articles of the Law on Tax Administration); Article 12, Decree 41/2018/ND-CP on administrative penalties in accounting and independent audit (as amended by Decree 102/2021/ND-CP). General guidance only — your company's specific situation may differ; contact Katitax for advice based on your actual records.
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