Is the relevant manager jointly responsible for the debt when dissolving an enterprise with 100% charter capital held by the State?

Does the council dissolving an enterprise with 100% charter capital held by the State have the right to use the enterprise’s seal? When dissolving an enterprise with 100% charter capital held by the State, is the relevant manager jointly responsible for the debts of the enterprise?

1. Does the Council for dissolution of an enterprise with 100% charter capital held by the State have the right to use the enterprise’s seal?

According to the provisions of Article 44 of Decree 23/2022/ND-CP stipulating the powers and responsibilities of the Council for dissolution of enterprises with 100% charter capital held by the State:

Accordingly, the Council dissolved enterprises with 100% charter capital held by the State may use the enterprise’s seal for dissolution purposes and request relevant state agencies to support asset recovery.

Note: The Council for dissolution of enterprises with 100% charter capital held by the State must be responsible for revoking the seal of the dissolved enterprise to serve the dissolution. after the decision to dissolve and publish the enterprise dissolution notice.

In addition, according to the provisions of Article 43 of the Law on Enterprises 2020, an enterprise’s seal includes a seal made at a seal engraving facility or a seal in the form of a digital signature according to the provisions of law on electronic transactions.

Enterprises decide on the type of seal, quantity, form and content of seals of the enterprise, branches, representative offices and other units of the enterprise.

The management and storage of seals is carried out in accordance with the provisions of the company charter or regulations issued by the enterprise, branch, representative office or other unit of the enterprise with the seal.

Enterprises use seals in transactions according to the provisions of law.

2. Is it possible to extend the time limit for dissolution of enterprises with 100% charter capital held by the State?

According to the provisions of Article 47 of Decree 23/2022/ND-CP stipulating the time limit for dissolution of enterprises with 100% charter capital held by the State:

Accordingly, the time limit for dissolution of an enterprise with 100% charter capital held by the State shall not exceed 01 year from the effective date of the dissolution decision.

The time limit for dissolution of an enterprise with 100% charter capital held by the State may be extended but not exceeding 06 months in case the person deciding on the dissolution agrees in writing. version.

In case of any problems or difficulties leading to a prolongation of the dissolution time compared to the above mentioned time limit, report to the Prime Minister for consideration and decision.

Note: In case an enterprise with 100% charter capital held by the State has its Business Registration Certificate revoked, the dissolution period shall comply with the provisions of law on enterprises.

3. When dissolving an enterprise in which 100% of the charter capital is held by the State, is the relevant manager jointly responsible for the debts of the enterprise?

According to the provisions of Clause 2, Article 39 of Decree 23/2022/ND-CP, the relevant manager and the enterprise with 100% of the charter capital held by the State will have their Business Registration Certificates revoked, except In case the Law on Tax Administration has other provisions, they are jointly responsible for the debts of the enterprise.

Or in other words, in the case of an enterprise with 100% charter capital held by the State is dissolved due to the revocation of the Business Registration Certificate, unless the Law on Tax Administration has other provisions, the relevant manager and the enterprise are jointly responsible for the debts of the enterprise. career.

Note: Enterprises with 100% charter capital held by the State may only be dissolved when all debts and other property obligations are guaranteed to be paid and not in the process of resolving disputes at the Court or arbitration body.

In addition, the dissolution of enterprises with 100% charter capital held by the State must be in accordance with the document on enterprise arrangement and innovation approved by the Prime Minister. approval.

In case the dissolution has not been approved by the Prime Minister in the document on enterprise arrangement and innovation, the owner’s representative agency submits it to the Prime Minister for consideration and decision (except in cases where the enterprise is dissolved when the Business Registration Certificate is revoked or the operating term stated in the company’s Charter ends without extension provisions).

In case the above dissolution conditions are no longer met or have fallen into bankruptcy, the owner’s representative agency shall report to the Prime Minister for consideration and decision to arrange in another form or carry out bankruptcy.

On the other hand, dissolution of an enterprise with 100% charter capital held by the State is one of the forms of enterprise rearrangement.