Due to the epidemic situation, many companies have gone bankrupt. Therefore, many companies have to declare dissolution. However, not everyone is familiar with the legal provisions on company dissolution documents and company dissolution procedures to avoid problems arising from excise taxes and legal issues later. Please refer to the service of dissolution of foreign-invested companies in Vietnam of Lawyer X through the article below.
Legal grounds
Enterprise Law 2020
Cases and conditions for dissolution of foreign-invested companies
- The term of operation stated in the company’s charter expires without a decision on extension;
- According to the decision of the business owner, for a private enterprise, of all general partners, for a partnership, of the Members’ Council, of the company owner, for a limited liability company, of General Meeting of Shareholders for joint-stock companies;
- 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;
- The certificate of enterprise registration is revoked, unless otherwise provided for by the Law on Tax Administration.
A foreign-invested company will only dissolve 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 The relevant manager and the enterprise whose enterprise registration certificate has been revoked are jointly responsible for the debts of the enterprise.
Order and procedures for dissolution of foreign-invested companies
Step 1: The enterprise passes a resolution and decides to dissolve the enterprise
A resolution or decision of an enterprise must contain the following principal contents:
Name and address of the head office of the enterprise;
Reason for dissolution;
Time limit and procedures for contract liquidation and payment of debts of the enterprise;
The 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: Send dissolution documents to competent state agencies
Within 07 working days from the date of adoption, the resolution, resolution on dissolution and meeting minutes must be sent to the business registration agency, tax agency, and employees in the enterprise. Resolutions and decisions on dissolution must be posted on the National Portal on enterprise registration and publicly posted at the enterprise’s head office, branches and representative offices.
In case the enterprise has unpaid financial obligations, it must enclose the resolution, dissolution decision and debt settlement plan to its creditors, persons with related rights, obligations and interests. The debt settlement plan must have the name and address of the creditor; debt amount, term, place and method of payment of such debt; method and time limit for settling the creditor’s complaint.
Dissolution of foreign-invested companies
Dissolution of foreign-invested companies
Step 3: Liquidation of company assets
A private enterprise, the Members’ Council or the company’s owner or the Board of Directors shall directly organize the liquidation of the enterprise’s assets, unless the company’s charter provides for the establishment of a separate liquidation organization.
Step 4: Proceed with the procedure to close the company tax code
Depending on the reality of the enterprise’s accounting records, the procedure to close the tax code will last from 06 months or more (excluding the procedures for penalties, violations, and late submission);
In the process of carrying out tax finalization procedures, enterprises carry out procedures to reduce labor and settle relevant regimes for employees within the time limit specified in the Labor Code.
Step 5: Return the mark (round carpentry) of the company
In case the enterprise’s seal is issued by a police agency, the enterprise shall carry out procedures for returning the seal at the issuing agency.
Step 6: Return the business registration certificate, terminate the project operation
The legal representative of the enterprise shall send the application for dissolution of the company to the business registration agency within 05 working days from the date of payment of all debts of the enterprise.
Documents to be carried out when dissolving a foreign company
Dossier to close tax code
Official letter to close the Company’s tax identification number;
Minutes of confirmation of invoice refund;
Financial statements certified by auditors;
Procedures for dissolution of a branch of a limited company
Signs of dissolution of a foreign-invested company
Books of accounting vouchers attached;
Decision on dissolution of the Owner, Chairman of the Board of Members/ Chairman of the Board of Directors of the Company;
Company dissolution dossier
Notice of dissolution;
Minutes of the Company’s meeting on dissolution and fulfillment of financial obligations (Not applicable to the type of one-member limited liability company);
Decision on dissolution of the Owner, Chairman of the Board of Members/ Chairman of the Board of Directors of the Company;
Report on project implementation progress to the time of dissolution;
03 issues on the announcement of dissolution of the company;
Seal return record and seal sample certificate;
The decision to close the tax identification number of the Tax Department of the province/city directly under the Central Government;
Additional requirements:
- The dossier is made in Vietnamese;
- Documents from abroad must be consular legalized and translated into Vietnamese;
- In case the applicant is an authorized person of the investor, when performing the work, the power of attorney must be presented;
Estimated time of dissolution
After 180 days from the date of sending the dissolution decision to the Department of Planning and Investment, if there is no objection from the parties and the enterprise has completed the above steps, within 5 working days, the Business Registration Authority will Update the legal status of the business on the National Database of Business Registration.
Termination of investment projects
If a foreign-invested enterprise is granted an Investment Registration Certificate or equivalent document, apart from carrying out the procedures for dissolution of the company, the investor shall notify and return the Investment Registration Certificate. within 15 days from the date of termination of operation of the investment project, enclosed with a copy of the document documenting the termination of operation of the investment project. The investment registration authority shall notify the termination of operation of the investment project to the relevant agencies.
Services of LSX
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- Papers to establish a foreign-invested company in Vietnam
- Service of setting up a foreign-invested company in Vietnam
- Procedures for foreign trademark registration in Vietnam
Frequently asked questions
A foreign-invested company is only dissolved in the following cases:
– The term of operation stated in the company’s charter expires without a decision on extension;
– According to the decision of the business owner, for a private enterprise, of all general partners, for a partnership, of the Members’ Council, of the company owner, for a limited liability company, of General Meeting of Shareholders for joint-stock companies;
– 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;
Having the enterprise registration certificate revoked, unless otherwise provided by the Law on Tax Administration.
The law does not specifically stipulate how many years an enterprise must operate before being dissolved. Enterprises have the right to dissolve according to the cases prescribed by the Law on Enterprises.
Conclusion: So the above is Dissolution of foreign-invested companies in Vietnam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
