From June 1, 2022, in what cases will an enterprise with 100% charter capital be dissolved by the State?

05 In what cases will an enterprise with 100% charter capital held by the State be dissolved?

According to Article 39 of Decree 23/2022/ND-CP, there are the following 05 cases where enterprises with 100% charter capital held by the State will be dissolved, specifically:

– Business registration certificate revoked, unless otherwise prescribed by the Law on Tax Administration;

– Enterprises showing signs of financial insecurity are placed under special financial supervision after the end of the period of applying the remedial plan or restructuring plan but are unable to restore production and business activities and are unable to carry out other forms of ownership conversion and rearrangement in accordance with the provisions of law;

– Failure to perform tasks assigned by the State for 2 consecutive years after applying necessary measures;

– Continuing to maintain the business is not necessary;

– At the end of the operating term stated in the company’s Charter without any extension provisions.

What conditions must an enterprise with 100% charter capital held by the State meet when dissolved?

Also according to the provisions of Article 39 above, when an enterprise with 100% charter capital held by the State is dissolved, it must ensure the following conditions:

– Enterprises can only be dissolved when they ensure payment of all debts and other property obligations and are not in the process of resolving disputes in court or arbitration. The relevant manager and the enterprise specified in Point a, Clause 1 of this Article are jointly responsible for the debts of the enterprise.

– Enterprise dissolution must be in accordance with the document on enterprise arrangement and innovation approved by the Prime Minister. 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 its 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 implement bankruptcy.

How is the process of dissolving an enterprise with 100% charter capital held by the State?

According to Article 41 of Decree 23/2022/ND-CP the process of dissolving an enterprise with 100% charter capital held by the State is carried out as follows:

Step 1: Within 30 working days from the date of determining that the enterprise falls into one of the cases of dissolution consideration specified in Article 39 of this Decree, the person with authority to decide on the dissolution of the enterprise shall issue a decision on dissolution and establish a Dissolution Council to carry out the steps to dissolve the enterprise.

Step 2: The person has the authority to issue a decision to dissolve the enterprise according to the contents specified in Article 42 of this Decree.

Step 3: After the decision to dissolve:

– The dissolution council is responsible for implementing the provisions in Article 43 of this Decree;

– Enterprises are responsible for implementing the regulations in Article 45 of this Decree;

– The tax agency directly managing tax collection is responsible for issuing a document confirming the fulfillment of the enterprise’s tax obligations within 05 working days from the date of receipt of the written request to confirm the fulfillment of the enterprise’s tax obligations.

Step 4: The Dissolution Council automatically terminates operations when the enterprise has completed dissolution procedures according to the provisions of law and the business registration authority changes the legal status of the enterprise in the National Database on Business Registration to dissolved status.

The decision to dissolve an enterprise with 100% charter capital held by the State includes the following contents What?

According to Article 42 of Decree 23/2022/ND-CP, the decision to dissolve an enterprise with 100% charter capital held by the State is stipulated as follows:

– The decision to dissolve an enterprise with 100% charter capital held by the State includes the following main contents:

+ Name and head office address of the dissolved enterprise;

+ Reason for dissolution;

+ Time limit and procedures for liquidating contracts and paying debts of the enterprise;

+ Plan for handling obligations arising from labor contracts;

+ Full name and signature of the Chairman of the Board of Members or the Chairman of the dissolved enterprise.

– Within 07 working days from the date of issuance of the decision to dissolve the enterprise, this decision must be sent to the dissolved enterprise and:

+ Employees in the enterprise;

+ Agency or organization requesting dissolution of the enterprise;

+ Creditors, people with relevant rights, obligations and interests in case the enterprise has unpaid financial obligations;

+ Specialized agency under the Provincial People’s Committee in the field of finance and investment planning for enterprises whose dissolution is decided by the Chairman of the Provincial People’s Committee;

+ Tax authorities directly manage corporate tax collection;

+ Provincial People’s Committee, Department of Statistics, provincial business registration office where the dissolved enterprise is headquartered

Decree 23/2022/ND-CP on the establishment, rearrangement, ownership conversion, and transfer of owner representative rights at enterprises with 100% charter capital held by the State officially takes effect from June 1, 2022.