When the company cannot continue to do business, the owner has to dissolve the company. Dissolution means the process of putting a business’s existence to an end at the request of its owner or the relevant authorities, subject to the resolution of all debts and other equity obligations. However, the dissolution process includes many different procedures. So, in this article, LSX legal firm will inform you with: “Procedures required to dissolve a company in Vietnam”
Legal ground
- Law on Enterprise 2020
Business suspension under the Law on Enterprise 2020
- “Suspending business” means the legal status of an enterprise in the process of temporarily suspending. The end of this period announced by the enterprise or the date the enterprise registers to resume business before the notified time limit.
- The enterprise that temporarily suspended to operate still have its legal status.
According to Article 207 of the law on Enterprise 2020:
Article 207. Cases of and conditions for dissolution of enterprises
1. An enterprise shall be dissolved in the following cases:
a) The operating period specified in the company’s charter expires without an extension decision;
b) The enterprise is dissolved under a resolution or decision of the owner (for sole proprietorships), the Board of Partners (for partnerships), the Board of Members and the owner (for limited liability companies) or the GMS (for joint stock companies);
c) The enterprise fails to maintain the adequate number of members prescribed in this Law for 06 consecutive months without converting into another type of business;
d) The Certificate of Enterprise Registration is revoked, unless otherwise prescribed by the Law on Tax administration.
2. An enterprise may only be dissolved after all of its debts and liabilities are fully paid and it is not involved in any dispute at the court or arbitration. Relevant executives and the enterprise mentioned in Point d Clause 1 of this Article are jointly responsible for the enterprise’s debts.
Procedures needed for company dissolution
Each company when conducting dissolution needs to follow certain procedures as prescribed by law. Company dissolution markedly requires many different procedures; and depending on the type of business, there may be separate procedures. In general, these are the basic procedures:
- For limited liability companies with two or more members, a joint-stock companies or a partnerships, they must hold a meeting of the Board of members to decide on whether to dissolve or not. As for a single-member limited liability company or a sole proprietorship, the owner can make the decision to dissolve the company on his own.
- Procedures of submitting dossiers to competent authorities.
- Debt payments procedures for employees, tax authorities, and other creditors if the company has debts.
- Procedures of sending notification of dissolution to agencies, organizations, as well as individuals related to the dissolution of the company.
- Submit the dissolution dossiers to the competent authority. In this case, dossiers can be sent online to the competent authority through the national business registration portal.
- Receive the dissolution acceptance from the competent authority directly, or through the electronic portal.
- Lastly, return the business registration certificate to the competent authority.
Dossiers to apply for the dissolution of a company
The legal representative of the enterprise or authorized person prepares dossiers and sends a set of applications for dissolution to the Business Registration Office. The dossiers include:
- Document of the decision to dissolve the company.
- Notice of Enterprise Dissolution.
- Report on liquidation of enterprise assets.
- List of creditors together with paid debts (including employees).
- Bank’s written confirmation that the enterprise has settled its account.
- Written confirmation of the tax authority that the enterprise has closed the tax identification number.
- Written confirmation of the police agency that the enterprise has paid and canceled the seal of the legal entity.
- Papers proving that the unit has published the dissolution report as prescribed (3 consecutive numbers).
- Original Certificate of Business Registration.
- Report on the conduction of dissolution procedures, in which there is a commitment to have paid all debts, including tax debts, settled the legal rights of employees, etc.
- Finally, report on the conduction of dissolution procedures, in which there is a commitment to have paid all debts, including tax debts, settled the legal rights of employees, etc.
Dissolution upon revocation of the Certificate of Enterprise Registration or under court decision
The procedures for dissolution of an enterprise upon revocation of the Certificate of Enterprise Registration or under court decision according to Article 209 of the Law on Enterprise 2020:
Article 209 of the Law on Enterprise 2020
- The business registration authority shall post on the National Enterprise Registration Portal a notification that an enterprise is undergoing dissolution on the same day on which the decision to revoke the Certificate of Enterprise Registration is issued or right after the court decision on the enterprise’s dissolution is received. The notification shall be enclosed with the effective revocation decision or the court decision.
- Within 10 days from the receipt of the effective decision, the enterprise shall convene a meeting to dissolve the enterprise. The dissolution resolution or decision and copies of the effective decision shall be sent to the business registration authority, tax authority, and the enterprise’s employees and displayed at the enterprise’s headquarters, branches, and representative offices. The dissolution resolution or decision, if required by law, shall be published in at least 03 issues of 01 printed newspaper or electronic newspaper. In case the enterprise still has unpaid debts, the resolution or decision and the debt payment plan shall be sent to the creditors and persons with related rights, obligations, and interest. The debt payment plan shall contain the creditors’ names, debts, repayment time, location, and method; method and time limit for settling creditors’ complaints;
- The enterprise’s debts shall be paid in accordance with Clause 5 Article 208 of this Law;
- The enterprise’s legal representative shall submit the application for dissolution to the business registration authority within 05 working days from the day on which the enterprise’s debts are fully paid;
- After 180 days from the notification date mentioned in Clause 1 of this Article without further comments from the enterprise or written objections from relevant parties, or within 05 working days from the receipt of the application for dissolution, the business registration authority shall update the enterprise’s status on the national enterprise registration database;
Legal service of LSX Legal Firm
LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:
- Legal advice related to new regulations;
- Representing in drafting and editing documents;
- We commit the papers to be valid, and legal for use in all cases;
- Represent to submit documents, receive results, and hand them over to customers.
With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself; We guarantee to help you prepare documents effectively and legally.
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Contact LSX
Finally, hope this article is useful for you to answer the question about “Procedures required to dissolve a company in Vietnam?”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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Related questions
1: Register a business account at the website: www.dangkyquamang.dkkd.gov.vn.
2: Login, submit the enterprise dissolution profile.
3: Download and check the submitted documents.
4: Complete the application form
5: Sign the account authentication.
6: Payment.
The procedures shall be carried out in the following authorities:
Firstly, Custom Department: confirm the customs obligations (applies to all companies);
Secondly, Tax authority: final settlement, Tax identification number closure;
Thirdly, Vietnam social security: closing social insurance books for employees;
Fourthly, Business Registration Authority: return the Certificate of Business Registration.
A company in Vietnam can only be dissolved when the below one of the below circumstances occur:
– The decision of dissolution is made by the owner, partners, Board of Members, or General Meeting of Shareholders, depending on the structure of the company
– The operational period in the charter of the company has expired without an extension decision
– The company is unable to retain the minimum number of members
– The business registration certificate is annulled
– All debts and liabilities of the company can be settled
– The company is not in any court disputes or arbitration tribunal
Conclusion: So the above is Procedures required to dissolve a company in Vietnam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
