Dissolved Supplier: Is the Settlement Account Closed?

A company wants to pay a supplier, but the supplier has been dissolved — what documents are needed to do so? What activities is a supplier with a dissolution decision prohibited from carrying out?

1. If a supplier has been dissolved, is its payment account closed?

Under Point c, Clause 1, Article 18 of Circular 23/2014/TT-NHNN, as amended by Clause 13, Article 1 of Circular 02/2019/TT-NHNN, on closing payment accounts as follows:

Closing payment accounts

1. Payment service providers shall close customers’ payment accounts in the following cases:

a) There is a written request to close the payment account from the account holder and the account holder has fully performed obligations related to the payment account. Where the account holder is a person under 15 years old, a person with limited civil act capacity, a person who has lost civil act capacity, or a person with difficulties in cognition and behavior control, the account closure is carried out at the request of the account holder’s guardian or legal representative;

b) The individual payment account holder dies, is declared dead, is missing, or loses civil act capacity;

c) The organization holding the payment account terminates its operation as prescribed by law;

d) The account holder violates commitments or agreements in the contract on opening and using the payment account with the payment service provider;

d) Other cases as prescribed by law.

2. The time limit for closing payment accounts due to failure to maintain the minimum balance and no transactions arising for a long time; the time limit for notifying the account holder before closing the payment account and other specific issues related to closing payment accounts in this case are prescribed by the payment service provider and publicly notified to customers.

…

Accordingly, a dissolved supplier will have its payment account closed.

2. What documents does a company need to pay a supplier that has been dissolved?

What documents a company needs to pay a dissolved supplier is addressed in Clause 6, Article 208 of the Law on Enterprises 2020 as follows:

Order and procedures for enterprise dissolution

…

6. After paying the enterprise dissolution costs and debts, the remainder is divided among the private enterprise owner, members, shareholders, or company owner in proportion to their ownership of contributed capital or shares;

7. The legal representative of the enterprise shall send the enterprise dissolution dossier to the business registration authority within 05 working days from the date of full payment of the enterprise’s debts;

8. After 180 days from the date of receipt of the dissolution resolution or decision as prescribed in Clause 3 of this Article without receiving an opinion on the dissolution from the enterprise or a written objection from a related party, or within 05 working days from the date of receipt of the dissolution dossier, the business registration authority shall update the legal status of the enterprise on the National Database on Enterprise Registration;

9. The Government shall detail the order and procedures for enterprise dissolution.

Thus, once a supplier has completed the enterprise dissolution procedures, its payment account has been closed, so you cannot transfer money into the supplier’s account.

If the supplier has completed the dissolution procedures, the remaining assets will be divided among the private enterprise owner, members, shareholders, or company owner in proportion to their ownership of contributed capital or shares.

Therefore, the amount paid by your company will also be divided among the members, shareholders, or company owner as prescribed. At present, no regulation on documents to make this lawful has been found.

3. What activities is a supplier with a dissolution decision prohibited from carrying out?

The activities prohibited for a supplier with a dissolution decision are prescribed in Article 211 of the Law on Enterprises 2020 as follows:

– Concealing or dispersing assets;

– Abandoning or reducing debt claims;

– Converting unsecured debts into debts secured by the enterprise’s assets;

– Signing new contracts, except for implementing the enterprise dissolution;

– Pledging, mortgaging, donating, or leasing assets;

– Terminating the performance of effective contracts;

– Raising capital in any form.

Depending on the nature and severity of the violation, an individual violating Clause 1 of this Article may be subject to administrative penalties or criminal prosecution; if damage is caused, compensation must be paid.

Notes on Applying Current Legal Regulations

This article belongs to the General Legal Knowledge series and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing dossiers or carrying out transactions.

Legal regulations may change over time, by locality, dossier type, and specific circumstances. If you need to determine the exact legal basis applicable to your dossier, please contact an ANT Legal lawyer at 0966.475.966 for verification and advice before proceeding.

Common Risks to Watch Out For

• Applying legal instruments that have been amended, supplemented, or replaced.
• Preparing incomplete dossiers, documents, or evidence.
• Misunderstanding the conditions, procedures, time limits, or competent authority.
• Signing, filing, or carrying out transactions without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal helps review your specific situation, check dossiers, determine the applicable legal basis, advise on handling plans, and represent clients in dealings with individuals, organizations, or competent authorities when necessary.

For quick advice, please contact our lawyers at 0966.475.966.

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