Dissolving a Partnership Under a Court Decision: Procedures & Dossier

How is the dissolution of a partnership under a Court decision carried out? Within how long from the date of receipt of the Court’s dissolution decision must the company submit the dissolution dossier?

1. How are the procedures for dissolving a partnership under a Court decision carried out?

Article 209 of the Law on Enterprises 2020 regulates enterprise dissolution in cases of revocation of the Enterprise Registration Certificate or under a Court decision, specifically as follows:

Dissolution of an enterprise in cases of revocation of the Enterprise Registration Certificate or under a Court decision shall be carried out in the following order and procedures:

– The Business Registration Office must announce the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal simultaneously with issuing the decision to revoke the Enterprise Registration Certificate or immediately after receiving the effective Court dissolution decision. Attached to the announcement must be the published decision to revoke the Enterprise Registration Certificate or the effective Court decision;

– Within 10 days from the date of 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 Office, the tax authority, and the 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 or electronic newspaper in 03 consecutive issues.

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

– Payment of the enterprise’s debts shall be carried out in accordance with Clause 5, Article 208 of this Law;

– The legal representative of the enterprise shall send the enterprise dissolution dossier to the Business Registration Office 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 status of undergoing enterprise dissolution procedures as prescribed in Clause 1 of this Article without receiving written objections from related parties, or within 05 working days from the date of receipt of the dissolution dossier, the Business Registration Office shall update the legal status of the enterprise on the National Enterprise Registration Database;

– The relevant company managers shall bear personal responsibility for damage caused by failure to implement or improper implementation of this Article.

2. What does the partnership dissolution dossier include?

Article 210 of the Law on Enterprises 2020 provides:

“Article 210. Enterprise dissolution dossier

1. The enterprise dissolution dossier includes the following documents:

a) The notice of enterprise dissolution;

b) The enterprise asset liquidation report; the list of creditors and debts already 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 a joint stock company, members of the Members’ Council of a limited liability company, the company owner, the private enterprise owner, the Director or General Director, general partners, and the legal representative of the enterprise are responsible for the truthfulness and accuracy of the enterprise dissolution dossier.

3. Where the dissolution dossier is inaccurate or forged, the persons prescribed in Clause 2 of this Article shall be jointly responsible for paying unresolved employee benefits, unpaid taxes, and other unpaid debts, and shall bear personal responsibility before the law for the consequences arising within 05 years from the date of submitting the enterprise dissolution dossier to the Business Registration Office.”

Accordingly, the partnership dissolution dossier includes:

• The notice of enterprise dissolution;
• The enterprise asset liquidation report; the list of creditors and debts already 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).

3. Within how long from the date of receipt of the Court’s dissolution decision must the company submit the dissolution dossier?

Clauses 2 and 4, Article 209 of the Law on Enterprises 2020 provide:

“Article 209. Enterprise dissolution in cases of revocation of the Enterprise Registration Certificate or under a Court decision

[…]

2. Within 10 days from the date of 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 Office, the tax authority, and the 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 or electronic newspaper in 03 consecutive issues.

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

[…]

4. The legal representative of the enterprise shall send the enterprise dissolution dossier to the Business Registration Office within 05 working days from the date of full payment of all the enterprise’s debts;

[…]”.

Accordingly, within 10 days from the date of receipt of the effective Court decision, your company must convene a meeting to decide on dissolution. And the legal representative of the company shall send the enterprise dissolution dossier to the Business Registration Office within 05 working days from the date of full payment of all the enterprise’s debts.