Conditions for enterprise dissolution:
- The term of operation stated in the company’s charter expires without a decision on extension;
- According to the decision of the business owner, for a private enterprise, of all general partners, for a partnership, of the Members’ Council, of the company owner, for a limited liability company, of General Meeting of Shareholders for joint-stock companies;
- The company no longer meets the minimum number of members as prescribed by this Law for a period of 06 consecutive months without carrying out procedures for transformation of enterprise type;
- The enterprise registration certificate has been revoked.
The enterprise only dissolves when ensuring payment of all debts and other property obligations and the enterprise is not in the process of settling disputes at court or arbitration.
Order and procedures for dissolution of FDI enterprises:
Step 1: Terminate the investment project
- The company sends the decision to terminate the operation of the investment project (enclosed with the Investment Registration Certificate) to the Investment Registration Authority within 15 days from the date of the decision.
- The expected time to complete the termination of investment projects is 15 working days from the date of submission of valid dossiers.
Step 2: Approving the decision to dissolve the enterprise:
The decision includes:
- 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, signature of the legal representative of the Enterprise
Step 3: Within 07 working days from the date of approval of the dissolution decision, the enterprise must:
- Send Notices, Decisions and valid copies of Meeting Minutes of the Members’ Council to the Business Registration Office;
- Send the dissolution decision and meeting minutes to the tax authorities and employees in the enterprise;
- Post the dissolution decision on the National Enterprise Registration Portal and must be publicly posted at the head office, branch, representative office (if any) of the enterprise.
- In case the enterprise has unpaid financial obligations, it must enclose the decision on dissolution of the debt settlement plan to its creditors, persons with related interests and obligations.
Step 4: The enterprise proceeds to liquidate its assets
Step 5: Proceed with the procedure to close the company tax code
- The enterprise sends an official letter to the tax office (with a notarized copy of the Business Registration Certificate and the Tax Registration Certificate) to request tax finalization and tax identification.
Step 6: Procedures at the business registration office
- Within 7 days from the date of payment of all debts of the company, the legal representative of the company must send the dissolution registration dossier to the provincial business registration office where the company’s head office is located or through the National Business Registration Portal at dangkytinhdoanh.gov.vn.
- Note: In case the customer uses the seal issued by the police agency, the customer is responsible for returning the seal, the certificate of seal sample registration to the police agency for issuance of a certificate seal has been revoked.
- Implementation time: after 180 days from the date of sending the dissolution decision to the Department of Planning and Investment, if there is no objection from the parties, within 5 working days the Business Registration Authority shall update the legal status of enterprises on the National Business Registration Database.
Documentary Editorial Board, DBRC, Dong Du International Accounting & Legal Consulting Group Vietnam, A member of OneSMP Singapore, Southeast Asia Business Consulting Network (www.japanvietnam.com.vn)
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