HTLaw

Vietnam enterprise dissolution procedure

Step 1: Approving the decision to dissolve the enterprise

An enterprise dissolution decision must contain the following principal details:

    • 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 time limit for debt payment and contract liquidation must not exceed 06 months from the date of approval of the dissolution decision;
    • The plan to handle obligations arising from the labor contract;
    • Full name and signature of the legal representative of the enterprise. 

Step 2: Liquidate the assets of the business

The owner of a private enterprise, the Members’ Council 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.

Step 3: Submit the notice of dissolution of the enterprise

    • Send to the Department of Planning and Investment: carry out procedures for Announcement of dissolution of the enterprise;
    • Send it to the customs office for customs clearance procedures;
    • Send it to the insurance agency to complete the procedures for closing the insurance obligation and closing the insurance book;
    • Send to Tax Authority: Complete procedures for closing the tax code;
    • Send to employees in the enterprise to ensure workers’ interests;
    • Send the decision on dissolution of the debt settlement plan to creditors, people with related interests and obligations. The notice must contain the name and address of the creditor; debt amount, term, location and method of payment of such debt; method and time limit for settling the creditor’s complaint.
    • Must be publicly posted at the head office, branch or representative office of the enterprise.

Time limit for sending decision: 07 days from the date the company issues the decision to dissolve the enterprise.

The business registration agency must announce the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal immediately after receiving the dissolution decision of the enterprise. Enclosed with the notice must be posted the dissolution decision and debt settlement plan (if any).

The customs authority is responsible for confirming the customs obligations of the enterprise;

The tax authority, based on the enterprise’s tax finalization file, issues a tax inspection record and transmits the data to the Department of Planning and Investment for the enterprise to continue to carry out the procedures for tax identification and dissolution of the enterprise. 

Step 4: Disclosure of information on the dissolution of the enterprise

Post the dissolution decision on the National Enterprise Registration Portal and must be publicly posted at the enterprise’s head office, branches and representative offices.

Dossier disclosure of information on enterprise dissolution

    • Notice of dissolution;
    • Decision on dissolution of the company owner for a single-member limited liability company;
    • Decision and valid copy of meeting minutes of the Members’ Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies, of general partners for partnership on the dissolution of the enterprise.

Time limit for application submission: Within 07 working days from the date of approval of dissolution decision.

Time limit for processing application for the announcement of dissolution decision: 03 working days from the date the application is received on the national information system on business registration.

Implementing agency: Business registration office – Department of Planning and Investment.

Step 5: Confirm customs obligations at the customs office

After the enterprise publishes the dissolution decision on the National Enterprise Registration Portal and must be posted publicly at the enterprise’s head office, branch or representative office, the enterprise shall send an official dispatch to the General Department of Customs for confirmation of customs obligations to dissolve the enterprise. Within 10 -15 days, the Customs office will issue a notice on the status of the enterprise’s customs dossier.

Step 6: Procedures for closing the tax identification number at the tax office

    • Send an application for dissolution of the enterprise to the Tax Department (enclosed with a notarized copy of the Business Registration Certificate and the Tax Registration Certificate);
    • Send an official letter requesting tax finalization;
    • Pay taxes owed;
    • Pay fines (if any).

The tax authority, based on the enterprise’s tax finalization file, issues a tax inspection record and transmits the data to the Department of Planning and Investment for the enterprise to continue to carry out the procedures for tax identification and dissolution of the enterprise. 

Step 7: Return the enterprise’s legal seal

    • 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 office for a certificate of seal withdrawal. In this case, the seal and seal sample certificate in the enterprise dissolution file are replaced with a certificate of seal withdrawal.
    • For enterprises that have engraved their own seals from July 1, 2015 up to now, they are responsible for not continuing to use their seals without having to carry out procedures for returning the seal at a state agency.

Step 8: Procedures at the business registration office

The legal representative of the enterprise sends a dissolution request to the Business Registration Authority within 05 working days from the date of payment of all debts of the enterprise.

An enterprise dissolution dossier includes:

    • Notice of enterprise dissolution;
    • Report on liquidation of corporate assets; a list of creditors and paid debts, including payment of tax debts and social insurance premiums, and employees after the decision to dissolve the enterprise (if any);
    • Seal and seal sample certificate (if any);
    • Certificate of business registration.

Time limit for settlement

    • The Business Registration Office sends information about the enterprise’s dissolution registration to the tax office. Within 02 working days from the date of receipt of information from the Business Registration Office, the tax authority shall send comments on the dissolution of the enterprise to the Business Registration Office. Within 05 working days from the date of receipt of the dissolution dossier, the Business Registration Office shall change the legal status of the enterprise in the National Business Registration Database to the dissolved state if it does not receive rejection of the tax authority, and at the same time issue a Notice of dissolution of the enterprise.
    • In case the dissolution documents are inaccurate or forged, the members/shareholders/owners of the company shall be jointly responsible for paying the unpaid debts, unpaid taxes and unpaid benefits of the employees. be resolved and take personal responsibility before the law for the consequences arising within 5 years from the date of submission of the enterprise dissolution dossier to the business registration agency.
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II. Pay the debts of the business in the following order

    • Debts of salary, severance allowance, social insurance in accordance with the law and other benefits of employees according to the collective labor agreement and signed labor contract;
    • Tax debt;
    • Other debts.
    • After all debts and business dissolution costs have been paid off, the remainder shall be divided among the private business owners, members, shareholders or company owners in proportion to their ownership of contributed capital and shares. 

The enterprise’s legal representative shall send a dissolution request to the business registration agency within 05 working days from the date of payment of all debts of the enterprise.

III. Prohibited activities since the decision to dissolve the business/company

  • Concealing or dispersing property;
  • Waive or reduce the right to collect debt;
  • 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, gift or lease of property;
  • Termination of performance of an effective contract;
  • Raising capital in any form.

IV. Documents to prepare for dissolution of the enterprise/company

  • Minutes of tax finalization with tax authorities or Notice of tax closure due to dissolution.
  • The receipt of the announcement of the decision to dissolve the enterprise;
  • Confirmation of completion of customs procedures
  • Confirmation of bank account closure/or commitment not to open a bank account
  • Original business registration certificate;
  • Register the original seal sample (if any);
  • Legal entity seal;
  • Termination of operations of branches, representative offices and locations;
  • Dissolution Profile

In order to save time to find out the procedure, filling out the form, and waiting for the application to be submitted, you can contact HTLaw for Enterprise dissolution.

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 

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