The Enterprise Law 2014 (effective July 1, 2015) regulates the order and procedures for dissolution of enterprises in Article 202
“Article 202. Order and procedures for dissolution of enterprises
The dissolution of enterprises in the cases specified at Points a, b and c, Clause 1, Article 201 of this Law shall comply with the following provisions:
1.Approving the decision to dissolve the enterprise. The decision on dissolution of an enterprise must contain the following main contents:
- Name and address of the head office of the enterprise;
- Reason for dissolution;
- Time limit and procedures for liquidation of contracts and payment of debts of enterprises; the time limit for debt payment and contract liquidation must not exceed 6 months from the date of adoption of the dissolution decision;
- Plan of handling obligations arising from labor contracts;
- Full name and signature of the legal representative of the enterprise.
2. The owner of a private enterprise, the Members’ Council or the company owner, and the Board of Management shall directly organize the liquidation of the enterprise’s assets, except where the company’s Charter stipulates the establishment of a separate liquidation organization.
3. Within 07 working days from the date of approval, the dissolution decision and the meeting minutes must be sent to the business registration agency, tax agency and laborers in the enterprise, and post dissolution decision. on the National Information Portal on business registration and must be posted publicly at the head office, branches and representative offices of the enterprise. In cases where enterprises still have unpaid financial obligations, they must enclose with the decisions on dissolution of debt settlement plans to creditors and persons with related rights and obligations. The notice must include the name and address of the creditor; debt amount, term, location and method of payment of such debt; ways and deadlines for settlement of creditors’ complaints.
4. The business registration body must notify the status of an enterprise doing procedures for dissolution on the National Business Registration Portal right after receiving the dissolution decision of the enterprise. The notice must be posted with dissolution decision and debt settlement plan (if any).
5. Debts of the enterprise are paid in the following order:
- Debts of wages, severance allowances, social insurance according to the provisions of law and other interests of laborers according to the signed collective labor agreements and labor contracts;
- Tax debts;
- Other debts.
6. After all debts and dissolution costs have been paid, the remainder is divided to the owner of the private enterprise, members, shareholders or company owners according to the percentage of ownership of the contributed capital. , share.
7. The legal representative of an enterprise shall send a request for dissolution to the business registration body within 05 working days from the date of paying all debts of the enterprise.
8. Within 180 days from the date of receipt of the dissolution decision under Clause 3 of this Article without receiving comments on dissolution from the enterprise or the related party’s objections in writing or within 5 days Working from the date of receipt of the dissolution dossier, the Business Registration Agency updates the legal status of the enterprise on the national database of business registration.
9. The Government shall detail the order and procedures for dissolution of enterprises.
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