Dissolution company that has not generated revenue in Vietnam

Hi Lawyer, I have established a company but have not generated any revenue. I feel there is no business passion for this item, so I intend to withdraw. How to dissolve a company that has not generated any revenue? Is it easier for a company that has not yet generated revenue than a company that has been operating stably for a long time? Where to file for dissolution of the current company? What are the current prices for Lawyer X’s company dissolution service? Looking forward to helping my counsel. I would like to express my sincere thanks to Lawyer.

Cases of the company being dissolved

An enterprise is dissolved in the following cases:

• The term of operation stated in the company’s charter expires without a decision on extension;
• According to resolutions and decisions of the business owner, for private enterprises, of the Members’ Council, for partnerships, of the Members’ Council, of the company owner, for limited liability companies, of the General Meeting of Shareholders for joint-stock companies;
• The company no longer meets the minimum number of members as prescribed by the Law on Enterprises for a period of 06 consecutive months without carrying out procedures for converting the type of enterprise;
• The certificate of enterprise registration is revoked, unless otherwise provided for by the Law on Tax Administration.

Conditions for company dissolution

An enterprise may only be dissolved when it fully meets the following conditions:

• Ensuring payment of all debts and other property obligations;
• Not in the process of settling disputes at Court or Arbitration.

The relevant manager and the enterprise whose enterprise registration certificate has been revoked are jointly responsible for the debts of the enterprise.

What is included in a company dissolution dossier that has not yet generated revenue and submitted to the tax agency?

Required documents include:

– Form 24/DK-TCT: Written request for invalidation of tax identification number;

– Confirmation of not owed customs tax;

Minutes of meeting on the dissolution of the shareholders’ council (for joint stock companies) / members’ council (for limited liability companies with 2 or more members);
The decision to dissolve the company;
Authorization letter.

In addition, depending on the dissolution case and tax authorities, the following additional documents may be required:

Notice of dissolution;

Dispatch commitment not to refund tax;

Dispatch commitment not to generate revenue;

Dispatch confirming no assets to liquidate;

Commitment to no import-export activities;

Commitment to not issue and use invoices;

Sample minutes of determination of legal liability after dissolution.

What should be included in the company’s dissolution dossier without generating revenue to the Department of Planning and Investment?

Documents upon dissolution of the company include:

– Notice of dissolution;

• Decision to dissolve the company;
• Minutes of the meeting on the dissolution of the shareholders’ council (for joint stock companies) / members’ council (for limited liability companies with 2 or more members);
• List of employees;
• List of creditors and the amount of debt paid;
• Report on liquidation of assets at the company;
• Certificate of return of police seal (*);

• Authorization letter.

What are the steps to dissolve a company that has not generated any revenue?

The steps to dissolve the company are as follows:

Step 1: Make a decision to dissolve the company that has not generated any revenue

The company owner/Members’ Council/General meeting of shareholders shall hold a meeting to agree on the decision to dissolve the company.

The decision on dissolution of the company must include the following principal contents:

• Name and address of the company’s head office;
• Reason for dissolution;
• Time limit and procedures for contract liquidation and payment of debts of the company;
• A plan to handle obligations arising from the labor contract;
• Full name and signature of the owner of the private enterprise, the company owner, the Chairman of the Members’ Council, the Chairman of the Board of Directors;

Step 2: Announce the dissolution of the company to employees, customers and partners.

The company must send a notice of the dissolution of the company within 7 days from the date of the decision to dissolve the company to the persons with authority and interests related to the dissolution of the company: employees, publicly listed at the head office and branches of the company, creditors…

Step 3: Liquidate the company’s assets

The owner of a private enterprise, the Members’ Council or the company owner or the Board of Directors shall directly organize the liquidation of the company’s assets, unless the company’s charter provides for the establishment of a separate liquidation organization.

Step 4: Pay off the company’s debts

The company’s debts are paid in the following order of priority:
Salary arrears, severance allowance, social insurance, health insurance, unemployment insurance as prescribed by law, and other benefits of employees under the collective labor agreement and labor contract signed the motion.
Debt collection: license tax, VAT, personal income tax…
Other debts.
After the company dissolution costs and debts have been paid, the remainder shall be divided among private company owners, members, shareholders; or company owners according to the percentage of ownership of contributed capital or shares.

Step 5: Announce the dissolution of the company at the Department of Planning and Investment

A dossier of notice of company dissolution includes:

Notice of dissolution of the company (under the form in Appendix II-22 issued together with Circular 01/2021/TT-BKHDT).

Application form for the announcement of company registration contents (made according to the form in Appendix II-24 attached to Circular 01/2021/TT-BKHDT).

Decision and meeting minutes of the Members’ Council, for limited liability companies with 2 or more members, partnerships on the dissolution of the company.

Decision and meeting minutes of the General Meeting of Shareholders for a joint-stock company on the dissolution of the company.

The decision of the owner for a one-member limited liability company on the dissolution of the company.

Power of attorney for the applicant (if the legal representative does not directly perform).

Step 6: Procedures for dissolution of a company that has not generated revenue with the tax authority

Before the tax finalization, the company sends the application file to lock the tax code to the tax authority of the company.

Dossier of application for tax identification number closure for companies that do not generate invoices and revenue are as follows:

Written request for invalidation of tax identification number (content specified in form No. 24/DK-TCT, issued together with Circular 105/2020/TT-BTC.
Decision and meeting minutes of the Members’ Council, for limited liability companies with 2 or more members, partnerships on the dissolution of the company.
Decision and meeting minutes of the General Meeting of Shareholders for a joint-stock company on the dissolution of the company.
Decision of the owner for a one-member limited liability company on the dissolution of the company.
Dispatch commitment not to generate revenue.
Dispatch commitment not to buy, print and issue invoices.

Services of LawyerX

Prestigious professional services: Firstly, the team of consultants and consultants for many years in the field of civil status, and customer support.

On-time: Certainly, with the motto “Get your lawyer right at your fingertips”, we ensure the service always performs on time. The rights and interests of customers always come first.

Cost: Besides, Lawyer X’s service costs are highly competitive; depending on the nature of the particular case. So, we want our guests to have the best possible service experience. Therefore, costs which guaranteed to be the most suitable and economical for customers.

Confidentiality of client information: Finally, all brand information of client Lawyer X will be 100% confidential.

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