How Is a Joint Stock Company Dissolved Upon Revocation of Its Enterprise Registration Certificate?

What is the revocation of an Enterprise Registration Certificate?

Pursuant to Article 212 of the Law on Enterprises 2020 on the revocation of Enterprise Registration Certificates as follows:

– An enterprise’s Enterprise Registration Certificate is revoked in the following cases:

+ The declared contents in the enterprise registration dossier are forged;

+ The enterprise is established by persons prohibited from establishing enterprises under Clause 2, Article 17 of this Law;

+ The enterprise ceases business operations for 01 year without notifying the business registration agency and the tax authority;

+ The enterprise fails to send reports as prescribed at Point c, Clause 1, Article 216 of this Law to the business registration agency within 06 months from the report submission deadline or upon written request;

+ Other cases under a court decision or at the request of the competent authority as prescribed by law.

+ The Government prescribes the order and procedures for revoking Enterprise Registration Certificates.

How are the order and procedures for dissolving a joint stock company upon revocation of its Enterprise Registration Certificate carried out?

Pursuant to Article 209 of the Law on Enterprises 2020 on the dissolution of enterprises upon revocation of the Enterprise Registration Certificate or pursuant to a court decision as follows:

The dissolution of an enterprise upon revocation of the Enterprise Registration Certificate or pursuant to a court decision is carried out in the following order and procedures:

– The business registration agency must announce the enterprise’s status of undergoing dissolution procedures on the National Portal on enterprise registration concurrently with issuing the decision to revoke the Enterprise Registration Certificate or immediately after receiving the effective court decision on dissolution. The announcement must be accompanied by the published decision to revoke the Enterprise Registration Certificate or the effective court decision;

– Within 10 days from receipt of the decision to revoke the Enterprise Registration Certificate or the effective court decision, the enterprise must convene a meeting to decide on dissolution. The dissolution resolution or decision and a copy of the decision to revoke the Enterprise Registration Certificate or the effective court decision must be sent to the business registration agency, the tax authority, and employees of the enterprise, and must be publicly posted at the head office, branches, and representative offices of the enterprise. Where the law requires newspaper publication, the enterprise dissolution resolution or decision must be published in at least 01 printed newspaper or electronic newspaper in 03 consecutive issues.

Where the enterprise still has unpaid financial obligations, it must simultaneously send, together with the enterprise’s dissolution resolution or decision, the debt settlement plan to creditors and persons with related rights and obligations. The notice must contain the creditor’s name and address; the debt amount, time limit, place, and method of payment of such debt; and the method and time limit for resolving creditors’ complaints;

– Payment of the enterprise’s debts is carried out under Clause 5, Article 208 of this Law;

– The enterprise’s legal representative sends the enterprise dissolution dossier to the business registration agency within 05 working days from the date of full payment of all the enterprise’s debts;

– After 180 days from the date of announcing the enterprise’s status of undergoing dissolution procedures under Clause 1 of this Article without receiving written objections from relevant parties, or within 05 working days from receipt of the dissolution dossier, the business registration agency updates the enterprise’s legal status on the National Database on enterprise registration;

– Relevant company managers bear personal liability for damage caused by failure to implement or improper implementation of this Article.

What does the joint stock company dissolution dossier include?

Under Article 210 of the Law on Enterprises 2020 as follows:

“Article 210. Enterprise dissolution dossiers

1. An enterprise dissolution dossier includes the following documents:

a) Notice of enterprise dissolution;

b) Report on liquidation of enterprise assets; list of creditors and debts paid, including full payment of tax debts and social insurance, health insurance, and unemployment insurance debts for employees after the enterprise dissolution decision (if any).

2. Members of the Board of Directors of joint stock companies, members of the Members’ Council of limited liability companies, company owners, private enterprise owners, Directors or General Directors, general partners, and legal representatives of enterprises are responsible for the truthfulness and accuracy of enterprise dissolution dossiers.

3. Where a dissolution dossier is inaccurate or forged, the persons prescribed in Clause 2 of this Article are jointly liable for paying unresolved employee benefits, unpaid taxes, and other unpaid debts, and bear personal liability before law for consequences arising within 05 years from the date of submitting the enterprise dissolution dossier to the business registration agency.”

Thus, the joint stock company dissolution dossier includes:

+ Notice of enterprise dissolution;

+ Report on liquidation of enterprise assets; list of creditors and debts paid, including full payment of tax debts and social insurance, health insurance, and unemployment insurance debts for employees after the enterprise dissolution decision (if any).

Within how long from receipt of the decision to revoke the Enterprise Registration Certificate must the enterprise submit the dissolution dossier?

Under Clauses 2 and 4, Article 209 of the Law on Enterprises 2020 as follows:

“Article 209. Dissolution of enterprises upon revocation of the Enterprise Registration Certificate or pursuant to a court decision

[…]

2. Within 10 days from receipt of the decision to revoke the Enterprise Registration Certificate or the effective court decision, the enterprise must convene a meeting to decide on dissolution. The dissolution resolution or decision and a copy of the decision to revoke the Enterprise Registration Certificate or the effective court decision must be sent to the business registration agency, the tax authority, and employees of the enterprise, and must be publicly posted at the head office, branches, and representative offices of the enterprise. Where the law requires newspaper publication, the enterprise dissolution resolution or decision must be published in at least 01 printed newspaper or electronic newspaper in 03 consecutive issues.

Where the enterprise still has unpaid financial obligations, it must simultaneously send, together with the enterprise’s dissolution resolution or decision, the debt settlement plan to creditors and persons with related rights and obligations. The notice must contain the creditor’s name and address; the debt amount, time limit, place, and method of payment of such debt; and the method and time limit for resolving creditors’ complaints;

[…]

4. The enterprise’s legal representative sends the enterprise dissolution dossier to the business registration agency within 05 working days from the date of full payment of all the enterprise’s debts;”

Accordingly, within 10 days from receipt of the decision to revoke the Enterprise Registration Certificate, your enterprise must convene a meeting to decide on dissolution. And the company’s legal representative will send the enterprise dissolution dossier to the business registration agency within 05 working days from the date of full payment of all the enterprise’s debts.