VI Many LLCs with 2 or more members, after a period of operation, encounter many difficulties leading to losses and are unable to continue doing business or for many other reasons, these companies wish to dissolve. At that time, the Company needs to carry out dissolution procedures to notify the competent authority of its dissolution situation. This article will provide some content related to the order and procedures for dissolution.
1. Conditions for dissolution of LLC with 2 or more members
According to the provisions of Article 207 of the Enterprise Law 20220, a LLC with 2 or more members will be dissolved if it falls into one of the following cases:
– The operating term stated in the company charter has ended without a decision to extend.
– Dissolve the company according to the decision of the Board of members.
– The company no longer has at least 02 members for a period of 06 consecutive months without carrying out procedures to change the type of company.
– In case the company’s Business Registration Certificate is revoked, unless the Tax Administration Law has other provisions.
In addition, the company must also meet the following conditions:
– Ensure payment of all debts and other property obligations.
– Not in the process of resolving disputes at Court or Arbitration.
Note: In case the company’s Business Registration Certificate is revoked, the relevant manager and the LLC with 2 or more members will be jointly responsible for the company’s debts.
2. Procedures for dissolution of a 2-member LLC
Pursuant to Article 208, Article 209 of the Enterprise Law 2020 and Article 70, Article 71 of Decree 01/2021/ND-CP, procedures for dissolution of LLCs with 2 or more members are carried out as follows:
Step 1: Approve the decision to dissolve the LLC from 2 members.
Step 2: Publicly announce the decision to dissolve the LLC with 2 or more members.
Within 07 working days from the date of approval of the dissolution decision, a LLC with 2 or more members must send a notice of enterprise dissolution to the Business Registration Office where the company’s headquarters is located.
Records include:
– Notice of dissolution of limited liability company with 2 or more members
– Decision and meeting minutes of the Board of Members on dissolution of the company.
– Debt settlement plan (if any).
Step 3: Liquidate assets and pay debts of LLCs with 2 or more members.
Order of payment of debts of LLCs with 2 or more members:
(1) Salary debts, severance pay, social insurance, health insurance, unemployment insurance and other employee benefits.
(2) Tax debt.
(3) Other debts.
Step 4: Submit the application for dissolution of the company to the Business Registration Office where the Company’s headquarters is located.
Submission deadline: 05 working days from the date of payment of all debts.
Place of submission: Business Registration Office where the company’s headquarters is located.
Profile include:
– Notice of dissolution of limited liability company with 2 or more members.
– Asset liquidation report with list of creditors and paid debt.
After 180 days from the date of receipt of the dissolution decision, if there is no opinion on the dissolution from the limited liability company with 2 or more members or an objection from the relevant party in writing or within 05 working days From the date of receipt of the dissolution dossier, the Business Registration Authority updates the company’s dissolution status on the National Business Registration Database.
However, in case of dissolution due to the Company’s Business Registration Certificate being revoked:
Step 1: The business registration agency revokes the Business Registration Certificate.
Step 2: LLC with 2 or more members convenes a meeting to decide on dissolution.
Implementation time limit: 10 days from the date of receipt of the decision to revoke the Certificate of Business Registration or the Court’s decision.
Step 3: Publicize the dissolution of a limited liability company with 2 or more members.
LLCs with 2 or more members must send the dissolution decision and a copy of the Court’s decision to revoke the Business Registration Certificate/revocation decision to the Business Registration Authority, tax authority, and employees. movement in business.
This information must be publicly posted at the head office, branches and representative offices of limited liability companies with 2 or more members.
In case of publication in newspapers, the decision on dissolution of the company must be published in at least 01 printed/electronic newspaper in 03 consecutive issues.
The Company sends the dissolution decision and debt settlement plan to its creditors, people with related interests and obligations.
Step 4: Liquidate assets and pay company debts.
Step 5: Submit dissolution documents for LLC with 2 or more members.
Submission deadline: 05 working days from the date of payment of all debts.
Place of submission: Business Registration Office where the company’s headquarters is located.
Profile include:
– Notice of dissolution of limited liability company with 2 or more members.
– Asset liquidation report with list of creditors and paid debts.
After 180 days from the date of notification of dissolution procedures without receiving a written objection from the relevant party or within 05 working days from the date of receipt of the dissolution dossier, the Business Registration Authority updates Update the dissolution status of LLCs with 2 or more members on the National Business Registration Database.
