In the past time, the world has been heavily affected by the Covid-19 pandemic, the world economy in general and Vietnam, in particular, have suffered great damage, affecting each individual, business household, and enterprise. … The situation of enterprises not being able to cope with difficulties due to insufficient labor, lack of supply, import and export trading activities, and trade stagnation led to enterprises being forced to go bankrupt and dissolved. In this article, Apra Law shares the order and procedures for enterprise dissolution as prescribed by current law.
Cases of enterprise dissolution
According to the provisions of the Law on Enterprises 2020, cases of enterprise dissolution usually include:
- End of operation term stated in the company’s charter without a decision on extension;
- According to resolutions and decisions of the business owner, for private enterprises, of the Members’ Council for a partnership, of the Members’ Council, 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 Certificate of Business Registration is revoked unless otherwise provided by the Law on Tax Administration.
Conditions for enterprise dissolution
An enterprise may only be dissolved when it ensures payment of all debts and other property obligations and is not in the process of settling disputes at Court or Arbitration.
According to the provisions of Article 208 of the Law on Enterprises 2020, debts of enterprises are paid in the following order of priority:
- Salary arrears, severance allowance, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees under the collective labor agreement and labor contract signed act;
- Tax debt;
- Other debts;
- After the dissolution costs and debts have been paid, the remainder shall be divided among the private business owners, members, shareholders, or company owners according to the percentage of ownership of contributed capital or shares.
Order and procedures for enterprise dissolution registration
Enterprise dissolution registration shall be carried out according to the following order and procedures:
Within 07 working days from the date of adoption of the resolution or decision on dissolution, the enterprise shall send a notice of the dissolution of the enterprise to the Business Registration Office where the enterprise is headquartered. The notice must be accompanied by the following documents:
1. Resolutions, decisions and meeting minutes of the Members’ Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies; resolution, the decision of the company owner, for a one-member limited liability company, on the dissolution of the enterprise;
2. Debt settlement plan (if any)
Within 01 working day from the date of receipt of the notice on the dissolution of the enterprise, the Business Registration Office must post the prescribed papers and notify the status of the enterprise undergoing dissolution procedures on the Portal national information on business registration, change the legal status of the enterprise in the National Database of Business Registration to the status of undergoing dissolution procedures and send information on the dissolution of the enterprise to the Tax authorities. Enterprises carry out procedures for fulfilling tax obligations with tax authorities in accordance with the Law on Tax Administration.
Within 05 working days from the date of payment of all debts of the enterprise, the enterprise shall send the application for registration of dissolution of the enterprise to the business registration office where the enterprise is headquartered.
An enterprise dissolution registration dossier includes the following documents:
1. Notice of enterprise dissolution;
2. Report on liquidation of corporate assets; the list of creditors and the amount of debt paid, including payment of all tax debts and payment of social insurance, health insurance, and unemployment insurance premiums for employees after the decision to dissolve the business;
After receiving the application for registration of dissolution of the enterprise, the Business Registration Office shall send information about the enterprise’s dissolution 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 fulfillment of the tax payment obligation of the enterprise to the Business Registration Office. Within 05 working days from the date of receipt of the application for registration of dissolution of the enterprise, the Business Registration Office shall change the legal status of the enterprise in the National Enterprise Registration Database to the dissolved state. may not receive the tax authority’s refusal and at the same time issue a notice of the dissolution of the enterprise.
Above is the article on “Order and procedures for dissolution of enterprises” of Apra Law Firm. If you have questions or comments about the issues mentioned in the article and need to be answered, please contact the hotline for advice and support.
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