Procedures and dossier for dissolution of Joint-Stock Company at Vietnamese
Enterprise dissolution is one of the procedures specified in the Enterprise Law 2020; for firms to withdraw from the market. Due to the impact of the Covid 19 epidemic situation; The dissolution of enterprises is taking place more and more. The steps to proceed with the dissolution of a joint-stock company are not well understood by everyone.
“Hello, Attorney. I am currently working in the food industry. Due to the influence of disease; leading to business difficulties, exhausted financial situation. My lawyer asked me: I want to dissolve the company, what should I do? What is included in the dissolution file of a joint-stock company? Looking forward to receiving a response from the Lawyer. I sincerely thank you!”
Thanks for your question. For this question; Based on the information you provide and based on the provisions of current Vietnamese law, Lawyer X would like to give the following answer:
Legal grounds
Enterprise Law 2020
Consulting content
What is a joint-stock company?
According to the provisions of Article 111 of the Enterprise Law 2020, a joint-stock company (JSC) is an enterprise in which:
– Charter capital is divided into equal parts called shares;
– Then, shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number;
– shareholders are only responsible for the debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise;
– Besides, shareholders have the right to freely transfer their shares to others, except for the cases specified in Clause 3, Article 120 and Clause 1, Article 127 of this Law.
– A joint-stock company has legal status from the date of issuing of the Certificate of Business Registration.
– Finally, joint-stock companies have the right to issue shares of all kinds to raise capital.
Dissolution of a company, what is an enterprise?
Dissolution of a company or enterprise is the termination of the existence and operation of an enterprise; the company is according to the will of the enterprise and the intervention of competent authorities for approval. So this legal action brought to an end the existence of a legal entity.
Conditions for making a file for dissolution of a joint-stock company
Under Article 207 of the Enterprise Law 2020:
– Above all, the operation term stated in the company’s charter expires without a decision on extension;
– According to the resolution; the decision of the business owner for private enterprises; of the Members’ Council, for partnerships; of the Members’ Council; company owner for limited liability companies; of the General Meeting of Shareholders for joint-stock companies;
– Besides, the company no longer meets the minimum number of members as prescribed by this Law for 06 consecutive months without carrying out procedures for transformation of enterprise type;
– The certificate of enterprise registration is revoked; unless otherwise provided by the Tax Administration Law
– The enterprise may only be dissolved when it guarantees to pay all debts; other property obligations and not during the dispute settlement process 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.
Order and procedures for dissolution of a joint-stock company
Step 1: Approve the decision to dissolve the joint-stock company
Now, to be able to proceed with the dissolution of the enterprise, the enterprise must first hold a meeting to approve the dissolution decision. the dissolution, the dissolution must be approved by the owner for a single-member limited liability company, by the Members’ Council for a limited liability company with two or more members.
So, this decision represents the consensus of shareholders on issues related to the reason for dissolution; deadlines and procedures for contract liquidation and debt payment; a plan to handle obligations arising from the labor contract and the establishment of a property liquidation team.
An enterprise resolution decision must contain the following principal details:
Firstly, name and address of the head office of the enterprise;
Secondly, the reason for dissolution;
Then, time limit and procedures for contract liquidation and payment of debts of the enterprise; the time limit for debt payment and contract liquidation must not exceed 06 months from the date of approval of the dissolution decision;
And last, the plan to handle obligations arising from the labor contract;
– Full name, the signature of the legal representative of the enterprise.
Step 2: Publicly announce the decision to dissolve the joint-stock company
After the decision on dissolution of the company which passed, the enterprise must notify the persons with rights and interests related to the dissolution of the enterprise of the dissolution decision.
In case the enterprise has unpaid financial obligations, it must enclose the decision on dissolution of the debt settlement plan to its obligations and persons with related and interests. The notice must contain the name and address of the creditor; debt amount, term, location and method of payment of such debt; method and time limit for settling the creditor’s complaint.
Step 3: Liquidate assets and pay debts of the company
Clauses 2 and 5, Article 208 of the Law on Enterprises in 2020, prescribe the person who organizes the liquidation of assets and the order of debt payment corporate, the owner of a private enterprise, the Board of members of the owner of the company, the Board of Directors directly organize the liquidation of the enterprise’s assets, unless the company’s charter provides for the establishment of a liquidation organization. private.
The debts of the enterprise are paid in the following order:
– Debts of salary, severance allowance, social insurance as prescribed by law, and other benefits of employees according to the collective labor agreement and signed labor contract;
– Tax debt;
– Other debts;
– After all debts and business dissolution costs have been paid, the rest belongs to private businesses, members, shareholders, or company owners.
Step 4: Apply for dissolution of the joint-stock company
Firstly, submit the dissolution dossier to the Customs office to confirm the Customs obligations;
Secondly, after receiving the confirmation from the Customs, the joint-stock company submits the dissolution documents to the tax office to close the tax code.
Thirdly, after the announcement of the closure of the tax code, submit the file for dissolution of the joint-stock company at the business registration office.
Dossier for dissolution of joint stock company
The procedure for setting up a business is quite simple and the time is also quick; However, dissolution is not so simple, usually takes more time and costs. Therefore, businesses need to prepare the following documents:
– Minutes of tax finalization with tax authorities or Notice of tax closure due to dissolution
– Moreover, receipt of decision publication;
– Confirmation of completion of customs procedures;
– Lastly, confirmation of bank account closure/or commitment not to open a bank account
Original business registration;
– Register the original seal sample;
– Stamp of legal entity;
– Terminate the operation of the branch, representative office, location;
– The file for dissolution submitted of a Joint-stock Company shall be at the business registration office.
Why should you come to Lawyer X
– Lawyer X is a professional unit providing legal services, clients do not need to travel; Don’t waste time waiting, get results on the right day.
– Prestige when performing procedures, commitment to results for customers.
– Free consultation, answer questions of customers about legal issues related to the procedure for confirming marital status in Hanoi.
– Always enthusiastic, hospitable, ready to comprehensively support legal issues for customers.
– Competitive and reasonable service prices.
– Just sign the application once and wait for the results.
Related article:
Conditions to establish a Software Company in Vietnam
Joint Stock Company – Note when reducing charter capital in Vietnam
Frequently asked questions
There are no regulations that require businesses to liquidate assets before completing dissolution procedures. Except that such liquidation is intended to settle the payable.
If the company does not have the minimum number of members according to the provisions of the Law on Enterprises within 06 consecutive months, without carrying out the procedures for converting the type of enterprise, it will be dissolved.
Contact LSX Lawfirm
Finally, hope this article is useful for you to answer the question about: “Procedures and dossier for dissolution of Joint-Stock Company at Vietnamese”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
Conclusion: So the above is Procedures and dossier for dissolution of Joint-Stock Company at Vietnamese. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
