“Sir, I have a question. I am a business in the market. My company has been in business for about 10 years. However, during the complicated situation of the Covid epidemic, my company made a loss. Although I tried to shoulder the debt. Up to now, I feel that I can no longer operate this machine. Therefore, I want to dissolve the business. But I do not know the provisions of the law on dissolution of enterprises. I sent this question to my lawyer. Hope the lawyer will answer for me”. LSX Lawfirm will give you an article about: “Register for business dissolution in Vietnam”, as follows:
Legal grounds
Law on enterprise 2020
Decree No. 01/2021/ND-CP
What is corporate dissolution?
Dissolution is the termination of the existence of an enterprise that is no longer or is not qualified to exist as a whole. Accordingly, the business owner must carry out legal procedures to terminate the legal status of the enterprise and the related rights and obligations of the enterprise with the Business Registration Authority.
Cases and conditions for enterprise dissolution
An enterprise is dissolved in the following cases
a) The operation term stated in the company’s charter expires without a decision on extension;
b) 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;
c) The company no longer meets the minimum number of members as prescribed by this Law for a period of 06 consecutive months without carrying out procedures for transformation of enterprise type;
d) The certificate of enterprise registration is revoked, unless otherwise provided for by the Law on Tax Administration.
In addition, an enterprise may only be dissolved; when it ensures payment of all debts and other property obligations and is not in the process of settling disputes at Court or Arbitration. The relevant manager and the enterprise specified at Point d; Clause 1 of this Article are jointly responsible for the debts of the enterprise.
Register for business dissolution in Vietnam
Registration of enterprise dissolution for the cases specified at Points a, b and c, Clause 1, Article 207 of the Law on Enterprises
The registration of enterprise dissolution specified at Points a, b and c, Clause 1; Article 207 of the Law on Enterprises shall be carried out according to the following order and procedures:
Firstly
Within 07 working days from the date of adoption of the resolution or decision on dissolution specified in Clause 1; Article 208 of the Law on Enterprises; the enterprise shall send a notice of its dissolution to the Business Registration Office; where the enterprise is located enterprise has its head office. The notice must be accompanied by the following documents:
a) Resolution, decision and meeting minutes of the Members’ Council; for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders; for joint-stock companies; resolution, decision of the company owner, for a one-member limited liability company, on the dissolution of the enterprise;
b) Debt settlement plan (if any).
Secondly
So, within 01 working day from the date of receipt of the notice of enterprise dissolution; then the Business Registration Office must publish the documents specified in Clause 1 of this Article and notify the current status of the enterprise; dissolution procedures on the National Enterprise Registration Portal; change the enterprise’s legal status in the National Business Registration Database to the state of being dissolved; and send information to the dissolution of the enterprise to the tax authority. Enterprises carry out procedures for fulfilling tax obligations with tax authorities in accordance with the Law on Tax Administration.
Within 05 working days from the date of payment of all debts of the enterprise; the enterprise shall send the application for registration of dissolution of the enterprise to the Business Registration Office where the enterprise is headquartered. An enterprise dissolution registration dossier includes the papers specified in Clause 1, Article 210 of the Law on Enterprises.
Before submitting the application for registration of enterprise dissolution, the enterprise must carry out procedures to terminate the operation of its branch; representative office or business location at the Business Registration Office where the branch is locate;, representative office, business location.
Thirdly
After receiving the application for registration of dissolution of the enterprise; the Business Registration Office shall send information about the enterprise’s dissolution registration to the tax authority. Within 02 working days from the date of receipt of information from the Business Registration Office, the tax authority shall send comments on the fulfillment of the tax payment obligation of the enterprise to the Business Registration Office. Within 05 working days from the date of receipt of the application for registration of dissolution of the enterprise, the Business Registration Office shall change the legal status of the enterprise in the National Enterprise Registration Database to the dissolved state. may not receive the tax authority’s refusal, and at the same time issue a notice of the dissolution of the enterprise.
After 180 days from the date the Business Registration Office receives the notice enclosed with the resolution or decision on dissolution of the enterprise, the Business Registration Office has not received the dissolution registration dossier of the enterprise and With written objections from related parties, the Business Registration Office changes the legal status of the enterprise in the National Business Registration Database to the dissolved state, sends information on the dissolution of the enterprise to the tax authority, and at the same time issue a notice of the dissolution of the enterprise within 03 working days from the end of the above-mentioned time limit.
Finally
So, within 180 days from the date of receipt of the notice enclosed with the resolution or decision on dissolution specified in Article 208 of the Law on Enterprises, the Business Registration Office has not changed the legal status of the enterprise to that of dissolution in the National Enterprise Registration Database, if the enterprise does not continue to carry out the dissolution, the enterprise shall send a notice of the annulment of the resolution or decision on dissolution to the Business Registration Office where the enterprise is located. head office. The notice must be enclosed with a resolution or decision of the company owner, for single-member limited liability companies, of the Members’ Council, for limited liability companies with two or more members. partnership, of the General Meeting of Shareholders, for joint-stock companies, on the annulment of resolutions and decisions on dissolution.
In addition
Within 03 working days from the date of receipt of the notice of the annulment of the resolution or decision on dissolution of the enterprise, the Business Registration Office must post the notice and the resolution or decision on the dissolution of the enterprise. , decide to dissolve the enterprise on the National Information Portal on enterprise registration, restore the legal status of the enterprise on the National Information System on enterprise registration and send information on cancellation of resolutions and decisions the dissolution of the enterprise to the tax authority. For an enterprise using a seal issued by a police agency, the enterprise is responsible for returning the seal and certificate of seal sample registration to the police agency according to regulations when carrying out dissolution procedures.
You can also refer to the article related to Procedures of dissolution of state enterprises in Vietnam.
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Related questions about register for business dissolution in Vietnam
According to the provisions of Article 188 of the Enterprise Law 2020: Each individual can only establish one private enterprise. Therefore, the case where an individual establishes many private enterprises in different areas is a violation, not in accordance with the provisions of law.
– Considering the factors to ensure an organization is a legal entity, we compare:
– In terms of the condition “established in accordance with the law”
– In terms of organizational structure conditions
– Finally, in terms of the independence of the property and the responsibility to perform the obligations
An application for enterprise registration includes the following principal details:
Company’s name;
Address of the head office of the enterprise, phone number; fax number, email (if any);
Business;
Authorized capital;
Tax registration information;
Expected number of employees;
Full name, signature, contact address, nationality, legal document information of the individual, for the owner of a private business and a general partner of a partnership;
Full name, signature, contact address, nationality, information on legal papers of the individual for the legal representative of a limited liability company or a joint stock company.
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