Today, LSX Lawfirm will give you an article about: “Laws on conditions for enterprise dissolution”, as follows:
Legal grounds
Law on enterprise 2020
Some theoretical issues about the law on dissolution of enterprises in Vietnam
The law on enterprise dissolution understand as the totality of legal regulations promulgated; adjust the legal social relations in the process of resolving the dissolution of the enterprise.
The current; regulations on enterprise dissolution are provided in the Enterprise Law 2014; has the following main contents: Regulations on:
- Cases and conditions for enterprise dissolution (Article 201)
- Regulations on order; enterprise dissolution procedures (Article 202)
- Regulations on enterprise dissolution in case of revocation of enterprise registration certificate; or by decision of the Court (Article 203)
- Regulations on enterprise dissolution documents (Article 204)
- Regulates activities prohibited since the dissolution decision (Article 205).
Summary; The current enterprise dissolution law focuses mainly on the following contents; regulations on cases and conditions for enterprise dissolution; regulations on competent authorities in enterprise dissolution; then regulations on order; enterprise dissolution procedures and regulations to ensure rights and interests; so related entities in the process of enterprise dissolution.
Laws on conditions for enterprise dissolution in Vietnam
Firstly
Article 93 of the 2015 Civil Code provides for the dissolution of legal entities as follows:
“1. A legal entity is dissolved in the following cases:
a) According to the provisions of the charter;
b) According to a decision of a competent state agency;
c) The operation duration stated in the charter or in a decision of a competent state agency has expired;
d) Other cases as prescribed by law.
Before dissolution, the legal entity must fulfill all property obligations.
Secondly
Dissolution of a legal entity means the termination of business activities by a legal entity; because the objectives set by the legal entity achieved; or dissolved in accordance with the law. Cases in which a legal person dissolved include; the four cases listed at the points in Clause 1. Before the juridical person dissolves, the juridical person fulfill the property obligations of the juridical person.
For legal entities being enterprises; since the decision on dissolution of the enterprise is issued, it is strictly forbidden for the enterprise and its manager to carry out the following activities: hiding or dispersing assets; waive or reduce the right to collect debt; then convert unsecured debts into secured debts; with the assets of the enterprise; sign a new contract, except for the case of enterprise dissolution; pledge, mortgage, donate or lease properties; terminate the performance of an effective contract; raise capital in any form (Clause 1, Article 211 of the Enterprise Law 2020)
Clause 2, Article 207 of the Law on Enterprises 2020 stipulates the conditions for enterprise dissolution as follows:
“The enterprise can only be dissolved when it guarantees to pay all debts; and then other property obligations and the enterprise is not in the process of resolving disputes in court or arbitration. The relevant manager and the enterprise specified in; Point d Clause 1 of this Article is jointly responsible for the debts of the enterprise”.
Thirdly
The regulation on enterprise dissolution; not only create a legal basis to terminate the existence of the business, but more importantly protect the interests of the stakeholders involved; especially the interests of creditors and employees when the business ceases to exist.
The most important issue in business dissolution is the settlement of debts; and contracts entered into by the enterprise prior to its termination. These debts and contracts can be settled by means such as; the enterprise shall pay all debts and fulfill all contractual obligations. At the same time; Enterprises must not be in the process of resolving disputes in courts or agencies in arbitration.
Whether the enterprise dissolves voluntarily; or mandatory, must also meet these conditions to be dissolved. If the enterprise fails to meet these conditions; the operation cannot be terminated by dissolution procedure.
You can also refer to the article related to Procedures of dissolution of state enterprises in Vietnam.
Related articles:
State management of enterprise registration in Vietnam
Summary of all cases of land expropriation by the State in Vietnam
Related questions
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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