Enterprise Dissolution Process under Vietnamese Law

Enterprise Dissolution Process under Vietnamese Law

Legal Basis:

Law on Enterprise No. 59/2020/QH14 dated June 17, 2020.
Decree No. 01/2021/ND-CP of the Government dated January 4, 2021 on Business registration.
Circular No. 01/2021/TT-BKHDT of the Ministry of Planning and Investment dated March 16, 2021 Guidance on business registration.

Enterprise Dissolution Process under Vietnamese Law

2.1. Cases of dissolution of enterprises

An enterprise shall be dissolved in the following cases:

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.

Of the four cases of enterprise dissolution mentioned above, the first three cases are forms of voluntary dissolution (the enterprise chooses to dissolve based on its needs and business situation) and the last case is forced dissolution when requested by state agencies enterprises must comply).
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.

2.3. Dissolution procedures

Procedures for registering enterprise dissolution in cases of voluntary dissolution

Enterprises hold meetings to issue resolutions or decisions on dissolution.
Within 07 working days from the day on which the resolution or decision on dissolution, the enterprise shall send a notification on dissolution to the Business Registration Office
Business Registration Office uploads documents and announces the status of enterprises undergoing dissolution procedures on the National Business Registration Portal, transferring the legal status of enterprises to the status of dissolution procedures and sending information about the dissolution of the business to the Tax Authority.
Enterprise complete procedures for shutdown of its branches/representative offices/business locations with the Business Registration Office of provinces where the branch/representative office/business location is situated. At the same time, enterprise must complete tax obligations with the Tax Authority.
Within 05 working days from the day on which the enterprise’s debts are fully paid, the enterprise shall submit an application for dissolution to the Business Registration Office.
Business Registration Office verifies documents and updates the dissolved legal status of the enterprise in the National Business Registration Database.
If an enterprise uses a seal issued by a police authority, the seal and the certificate of seal registration shall be returned to the police authority when following dissolution procedures

Procedures for registering enterprise dissolution in cases of forced dissolution

Within 01 working day from the date of issue of the decision to revoke enterprise registration certificate or from the receipt of the effective court’s decision, the Business Registration Office shall post the decision and notify the enterprise’s “undergoing dissolution” status on the National Business Registration Portal, change the enterprise’s legal status on the National Enterprise Registration Database into “undergoing dissolution”, and send information about enterprise dissolution to the tax authority, except the enterprise whose enterprise registration certificate is revoked to serve the implementation of coercive measures at the request of tax authorities.

Within 05 working days from the day on which the enterprise’s debts are fully paid, the enterprise’s legal representative shall submit an application for dissolution to the Business Registration Office of province where it is headquartered.

2.3. Application

The notification of the enterprise’s dissolution;
The resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company, or the resolution or decision of the owner of the single-member limited liability company on enterprise dissolution;
The debt payment plan (if any).
The report on liquidation of the enterprise’s assets; list of creditors and paid debts, including tax debts, social insurance, health insurance, unemployment insurance of employees after the dissolution decision is issued (if any).

2.4. How to perform

Submit directly to the Business Registration Office – Department of Planning and Investment where the enterprise is headquartered;
Submit via postal service;
Submitonline via the National Business Registration Portal.

Reference

National Business Registration Portal.: https://dangkykinhdoanh.gov.vn