After being established and operating, for many reasons the business enterprise was inefficient, could not find the development direction as set out, or was no longer able and needed to continue doing business, so the enterprise chose to withdraw from the market through the enterprise dissolution procedure. Dissolution of an enterprise is the termination of the existence of an enterprise that is does not meet the general conditions of existence. The business owner will have to carry out legal procedures to terminate the legal status of the business and the related rights and obligations of the business.
CASE OF DISSOLVED ENTERPRISE
An enterprise is dissolved in the cases specified in Article 207 of the Law on Enterprise 2020 as follows:
- The operating period specified in the company’s charter expires without an extension decision;
- 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);
- 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;
- The Certificate of Enterprise Registration is revoked, unless otherwise prescribed by the Law on Tax Administration.
It can be seen that there are two cases of enterprise dissolution: voluntary dissolution or compulsory dissolution. But whether it is voluntary dissolution or compulsory dissolution, the condition is that the enterprise must ensure payment of its financial obligations and not in the process of dispute at Court or Arbitration.
DOSSIER FOR DISSOLUTION:
- Notice of dissolution of the enterprise (Form of Appendix II-22 Circular 01/2021/TT-BKHDT)
- Minutes of meeting on dissolution of the enterprise (For limited liability companies/joint-stock companies)
- Resolution/Decision on the dissolution of the enterprise;
- Original certificate of business registration
- Minutes of asset liquidation;
- List of creditors, paid debts and debt settlement plan (if any);
- Written confirmation of tax obligation fulfillment.
DISSOLUTION PROCEDURES OF ENTERPRISE:
Step 1: Approving the decision to dissolve the company
To be able to proceed with the dissolution of the enterprise, the enterprise must first hold a meeting to approve the dissolution decision. Accordingly, the dissolution must go through the company owner, Board of Members or Board of Directors. A resolution or decision on dissolution 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 Board of Members, the Chairman of the Board of Directors;
Step 2: Public announcement of the dissolution of the enterprise
Within 07 days from the date of adoption of the resolution or decision on dissolution, the enterprise shall send a notice of dissolution to the Business Registration Office with relevant documents.
Within 1 day from the date of receiving the notice of dissolution of the enterprise. The business registration office must upload the prescribed documents and notify the business status on the National Portal to the status of enterprises “undergoing dissolution procedures”. Then send the information to the tax office.
After the enterprise information in the National Database of Business Registration changes to the status of “undergoing dissolution procedures”. Enterprises carry out procedures for fulfilling tax obligations with tax authorities in accordance with the provisions of the Law on Tax Administration.
Step 3: Carry out procedures to fulfill tax obligations (notify tax identification number invalidation) with tax authorities.
The dossier for invalidation of tax identification numbers includes:
- A written request for invalidation of the tax identification number;
- Decision on dissolution (of the owner of a private enterprise in the case of a private enterprise, of the owner and the Board of Members in the case of a limited liability company, of the General Meeting of Shareholders in the case of a joint stock company);
- Minutes of the meeting of the Board of Members or the General Meeting of Shareholders on the dissolution of the enterprise;
- A copy of the business establishment registration certificate;
- If the enterprise has import-export activities, it must add a written certification of fulfillment of tax obligations by the General Department of Customs;
Step 4: Liquidate assets and pay debts of the company (According to Clauses 2 and 5, Article 208, Enterprise Law 2020)
The owner of a private enterprise, the Board of Members or the company 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. The term of contract liquidation must not exceed 6 months from the date of approval of the dissolution decision.
The enterprise’s debts are paid in the following order:
- Debts of salary, severance allowance, social insurance as prescribed by law and other benefits of employees under the collective labor agreement and signed labor contract;
- Tax debt;
- Other debts.
Step 5: Submit application for enterprise dissolution
The legal representative of the enterprise shall send the dissolution dossier to the business registration agency within 05 working days from the date of payment of all debts of the enterprise. The enterprise dissolution dossier is also specified in Article 210 of the Enterprise Law.
For enterprises using the seal issued by the police agency, the enterprise is responsible for returning the seal and certificate of seal sample registration to the police agency according to regulations when carrying out the dissolution procedures.
Step 6: Update the legal status of the business in the National Business Registration Database.
After 180 days from the date of receipt of the resolution or decision on dissolution of the enterprise without receiving the enterprise’s dissolution registration dossier and the related party’s objections in writing, the Business Registration Office change the legal status of the enterprise in the National Enterprise Registration Database to the dissolved state, send information on the dissolution of the enterprise to the Tax Authority, and at the same time issue a notice on the dissolution of the enterprise within 03 working days from the end of the above-mentioned time limit.
Settlement fee: No fee
Dissolution registration form: Can be registered directly or via postal service or registered online.
The Law on Enterprises 2020 takes effect from June 17, 2020.
Decree 01/2021/ND-CP on enterprise registration dated January 04, 2021.
Circular 01/2021/TT-BKHDT guiding enterprise registration dated March 16, 2021.
The above is the basic content of the procedure for dissolution of an enterprise. However, the procedure for dissolution of an enterprise is generally quite complicated because it has to go through many different administrative agencies and procedures. In addition, for businesses that have subsidiaries, branches/representative offices or are involved in legal responsibilities for contracts and transactions that may lead to disputes, dissolution procedures may be may be longer and more complicated. Our company with a team of professional staff, has many years of experience in carrying out business registration procedures as well as procedures related to tax, accounting, etc. Pham Consult is committed to providing high quality services at a reasonable fee, you can completely rest assured and accompany with us in carrying out the enterprise dissolution procedure.
To better understand the business dissolution procedures as well as related issues, please contact Pham Consult – a unit specializing in providing tax consulting services, financial consulting, accounting services, salary setting and payment. Customers can contact us via hotline: (84-28) 3930 2487 or Facebook communication channel if they need support.