Does a merged LLC with two or more members have to make corporate income tax finalization?

Does a merged LLC with two or more members have to finalize corporate income tax?

Does a merged LLC with two or more members have to finalize corporate income tax, according to the provisions of Article 38 Law on Tax Administration 2019 regulates:

Tax registration in case of enterprise reorganization

1. Taxpayers who register tax along with enterprise registration, cooperative registration, or business registration when reorganizing an enterprise shall perform tax registration along with enterprise registration, cooperative registration, and business registration according to the provisions of law.

2. Taxpayers who register taxes directly with the tax authority when reorganizing an enterprise must deactivate the tax code for the divided, merged, or consolidated organization or change information for the separated organization and register a new one or change information for the new organization after the division, separation, or merger or consolidation.

According to the above regulations, the merged company will have to terminate its tax code.

To terminate the tax code, prior settlement must be made in accordance with the provisions of Clause 2, Article 14 of Circular 105/2020/TT-BTC as follows:

Document for invalidation of tax code

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2. Enterprises, cooperatives, dependent units of enterprises and cooperatives, before submitting documents to terminate the operations of enterprises or cooperatives due to being divided, merged, consolidated or terminating the operations of dependent units of enterprises at the business registration authority, the cooperative registration agency must submit documents to the directly managing tax authority to carry out tax procedures and complete tax obligations according to the time limit prescribed in the Law on Enterprises (for enterprises) and other laws. other relevant. In cases where the Enterprise Law and other relevant laws do not stipulate the time limit for taxpayers to submit documents to the tax authority, the taxpayer shall submit documents to the directly managing tax authority within 10 (ten) working days from the date of the division decision, merger contract, consolidation contract, decision or notice of the enterprise or cooperative on termination of branch or representative office operations, or decision to revoke the branch or office operation registration certificate. representative.

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According to the above regulations, within 10 days from the date of the merger decision, the merged company must submit an application for tax code termination to the directly managing tax agency.

In addition, to invalidate the tax code, the company must carry out tax procedures and fulfill tax obligations. Therefore, tax settlement will have to be done.

When is a merged LLC with two or more members submitting CIT finalization documents?

A merged LLC with two or more members must submit CIT finalization documents as prescribed in Clause 4, Article 44 of the Law on Tax Administration 2019 as follows:

Time limit for submitting declaration documents tax

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4. The deadline for submitting tax declaration documents in case of termination of operations, contract termination or business reorganization is no later than the 45th day from the date of the event.

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Thus, according to the above regulations, a LLC with two or more members being merged must submit the CIT finalization dossier on the 45th day from the date of the event.

What documents are included in the tax finalization dossier of a LLC with two or more members being merged?

The tax finalization dossier of a LLC with two or more members being merged includes the documents specified in Clause 6, Article 44 of the Law on Tax Administration 2019 as follows:

Time limit for submitting declarations tax

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6. Tax declaration dossiers for termination of operations, termination of contracts, conversion of business type, reorganization of enterprises include:

a) Tax finalization declaration;

b) Financial statements up to the time of termination of operations or contract termination or conversion of business type or enterprise reorganization;

c) Other relevant documents to tax finalization.

7. Report cross-country profits in case the taxpayer is the ultimate parent company of a group in Vietnam that has cross-border transactions and has global consolidated revenue exceeding the prescribed level or the taxpayer has an ultimate parent company in a foreign country and the ultimate parent company is obliged to prepare a cross-country profit report according to the regulations of the host country.

Thus, according to the above regulations, the tax finalization dossier of a merged LLC with two or more members includes the following documents:

– Tax finalization declaration;

– Financial statements up to the time the LLC with two or more members is merged;

– Other documents related to tax finalization.