Faced with strong competition between businesses in the market economy, many businesses have had to choose or be forced to dissolve their companies. ANT Legal Instructions for company dissolution procedures are as follows:

Enterprise dissolution and dissolution conditions

Enterprise dissolution is a legal procedure to terminate the operation and existence of an enterprise as a business entity. Dissolution of an enterprise is carried out according to the will of the enterprise or a competent authority. The Enterprise Law 2014 stipulates the following cases and conditions for dissolution:

Cases of dissolution

Cases of voluntary dissolution of the company

End of the operating term stated in the company charter without a decision to extend;
According to the decision of the business owner for private enterprises multiply. Of all general partners for a partnership company. Of the Board of members and company owners for limited liability companies. Of the General Meeting of Shareholders for joint stock companies.
Cases where the company is required to be dissolved

The company no longer has the minimum number of members for a period of 06 consecutive months without carrying out procedures for converting the company type;
The company’s Business Registration Certificate is revoked.

Conditions dissolution

Enterprise Law 2014 stipulates that businesses can only proceed with dissolution when:

Ensure full payment of debts to customers and partners;
Ensure no tax debt;
Complete tax obligations for import-export activities of the General Department of Customs if the enterprise has any import-export activities;
Fully paid social insurance for employees;
No longer has any outstanding financial obligations;
Enterprise is not in the process of resolving disputes at Court or arbitration agency.

Public dissolution process company

Steps to follow when carrying out procedures to dissolve the company are as follows:

Step 1: Publicly announce the dissolution decision

After the dissolution decision is approved, the company must notify those with rights and interests related to the dissolution of the enterprise about the dissolution decision.

Time limit: Within 07 working days.

Step 2: Liquidation Pay off all debts and tax obligations

The debts of the enterprise are paid in the following order:

Debts for wages, severance pay, social insurance according to the provisions of law and other benefits of employees according to the collective labor agreement and signed labor contract;
Debt taxes;
Other debts.
After paying all debts and business dissolution costs, the remaining portion is divided to the private business owner, members, shareholders or company owners according to the ratio of ownership of capital contributions and shares.

Step 3: Register the business dissolution with the Business Registration Office

The legal representative of the enterprise sends a request for dissolution to the Business Registration Authority.

Duration: within 05 working days from the date of payment of all debts of the enterprise.

Order and procedures for dissolution of the company

Procedures for publicly announcing the decision to dissolve the company company

Dossier components (1 set):

Notice of dissolution (according to form Appendix II-24 attached to Circular 02/2019/BKHDT);
Dissolution decision of the company owner for a single-member limited liability company;
Decision and A valid copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, of the General Meeting of Shareholders for a joint stock company, of the general partners for a partnership on the dissolution of the enterprise.
Debt settlement plan (if any).
Submission deadline: 07 days from the date of approval of the dissolution decision.

Application form: Submit in person, by post or online.

Receiving and resolving agency: Business Registration Office – Department of Planning and Investment.

Resolution deadline: 03 working days from the date the application is received on the national information system on business registration.

Fees: No fees.

Confirm completion of tax obligations with relevant agencies

Confirm tax payment obligations at the customs office if the enterprise has import-export activities.

Documents include: Official dispatch requesting confirmation of completion of tax payment obligation (according to form No. 05, Appendix IIa Circular 39/2018/TT-BTC).

Receiving and resolving agency: General Department of Customs

Resolution deadline: 05 working hours from the date of receiving the official dispatch requesting confirmation of tax debt.

Result: The customs authority is responsible for checking and confirming the fulfillment of tax payment obligations and notifying the taxpayer or competent state management agency of the handling results as follows:

In case of non-confirmation, the General Department of Customs must issue a written notice specifically stating the reason for the non-confirmation. receive;
In case it is necessary to check and compare information about the taxpayer’s performance of tax obligations before confirmation, the customs authority will send a notice to the taxpayer stating the reason for not confirming.
In case the enterprise has completed its tax payment obligation, the General Department of Customs will give a written confirmation to the enterprise.
Procedures for completing the obligation tax (notification of tax code termination) with the tax administration agency
Documents include:

• Dissolution decision;
• Document confirming completion of tax obligations for import-export activities by the General Department of Customs if the enterprise has import-export activities;
• Meeting minutes (for resolution can be voluntary);
• The decision to revoke the Certificate of Business Registration or the Court’s Decision takes effect. (in case of dissolution due to revocation of business registration certificate or court decision)

Application form: Submit directly, by post.

Receiving and resolving agency: Directly managed tax agency

Resolution deadline and results: Within 05 working days.

Fee: There is no fee.

Company dissolution registration procedures

Documents include:

• Notice of enterprise dissolution (according to form Appendix II-24 attached to Circular 02/2019/BKHDT);
• Decision of the company owner for liability companies finite one member;
• Decision and valid copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, of the General Meeting of Shareholders for a joint stock company, of general partners for a partnership on the dissolution of the enterprise;
• Report on liquidation of enterprise assets;
• List of creditors and debt amount payment, including payment of all tax debts and social insurance premiums owed to employees after deciding to dissolve the enterprise (if any);
• Seal and seal sample certificate (if any);
• Business registration certificate.

Receiving and processing agency: Business Registration Office – Department of Planning and Investment where the Company is headquartered.

How to apply: Enterprises submit directly to the Business Registration Office or submit online.

Deadline: Within 05 working days from the date of receipt of dissolution documents

Result: The Business Registration Office changes the legal status of the enterprise in the National Business Registration Database to dissolved status if it does not receive a refusal from the tax authority, and at the same time issues a Notice of dissolution of the enterprise.

Fees: No fee.

Company dissolution procedures with the Social Insurance agency

Documents include:

• Copy of notice of enterprise dissolution provided by the business registration authority;
• Copy of notice of business code termination tax;
• Declaration of participating units and adjustment of social insurance and health insurance information (Form TK3-TS). (Specify the time of dissolution)
• List of employees participating in social insurance, health insurance, unemployment insurance, labor accident insurance, occupational diseases (Form D02-TS).(Report of total reduction of employees)
• Receiving and processing agency: Insurance agency where the company’s headquarters is located

Submission form profile: Send to the social insurance agency via social insurance software or by post.

Resolution deadline: 05 days from the date of receipt of valid documents.

Fees: No fee.

Notes when dissolving the Company

Results of public announcement of dissolution decision

When carrying out procedures for publicly announcing the decision to dissolve the enterprise. The company will not receive the results in written form. Instead, the business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal immediately after receiving the enterprise’s dissolution decision.

For companies with branches, representative offices, and business locations

Before carrying out the enterprise dissolution registration procedures, the enterprise must do so. Procedures for terminating operations of branches, representative offices, and business locations of the enterprise.

Place of procedures: Business Registration Office where the business location is located.

Note to return the seal to the police agency

For businesses using seals issued by the police agency before July 1, 2015, the business is responsible for returning the seal and the Certificate of seal sample registration to the police agency to be granted a certificate of seal recovery. In this case, the seal and seal sample certificate in the enterprise dissolution dossier are replaced with a certificate of seal revocation.

Prohibited acts after dissolution of the company

Since the decision to dissolve the enterprise, the following activities are strictly prohibited:

Hiding and dispersing assets assets;
Give up or reduce debt collection rights;
Convert unsecured debts into debts secured by the business’s assets;
Sign a new contract except in case of dissolution of the business;
Pledge, mortgage, donate, lease assets assets;
Termination of effective contracts;
Mobilizing capital in any form.

Services in carrying out business dissolution procedures of ANT Legal.

• Suspending business operations.
• Converting business type
• Division, separation, consolidation, merger of businesses.
• Notice of private share offering.
• Termination of branch/representative office/business location.
• Dissolution of one-member LLC.
• Dissolution of two-member LLC member or more.
• Dissolution of joint stock company.
• Dissolution of partnership company.
• Dissolution of private enterprise.

ANT Legal always proud to be a company providing legal solution consulting services for businesses. With that experience, we confidently provide business dissolution services.