Does an enterprise with 100% charter capital held by the State have to be published? Is dissolution required to publish a notice of dissolution?

Does an enterprise with 100% charter capital held by the State, when dissolved, have to publish a notice about the dissolution?

Pursuant to Article 45 of the Decree 23/2022/ND-CP regulating the responsibilities of enterprises with 100% charter capital held by the State when dissolved:

Accordingly, from the time of the decision to dissolve the enterprise with 100% charter capital held by the State:

A dissolved enterprise must publicly post the dissolution decision at the enterprise’s head office, branches, and representative offices;

At the same time, enterprises with 100% charter capital held by the State when dissolved must have the responsibility to publish electronic or written newspapers in 03 consecutive issues accompanied by a notice of the date the business will cease operations and the time to request creditors to compare debts.

Note number 1: Regarding the responsibilities of an enterprise with 100% charter capital held by the State that is dissolved, from the effective date of the dissolution decision:

– The dissolved enterprise does not carry out all prohibited activities as prescribed in Article 211 of the Law on Enterprises 2020;

– Dissolved enterprises must terminate business activities, pay debts, lend assets, and keep assets;

– Closing accounting books; asset inventory; Compare accounts receivable and payable; prepare financial statements until the time the dissolution decision takes effect;

– Make a list of creditors and debt amounts to be paid (divided into secured debt, partially secured debt, and unsecured debt); list of debtors and receivable debts (divided into recoverable debts and irrecoverable debts);

– Send a document requesting the tax authority to confirm the implementation of the enterprise’s tax obligations.

When is the decision to dissolve an enterprise with 100% of charter capital sent to the dissolved enterprise?

According to the provisions of Article 42 of Decree 23/2022/ND-CP stipulating the decision to dissolve an enterprise held by the State 100% charter capital:

Accordingly, from the date of issuance of the decision to dissolve an enterprise with 100% charter capital held by the State, within 07 working days, this decision must be sent to the dissolved enterprise.

Note number 2: The content of the decision to dissolve an enterprise with 100% charter capital held by the State must include:

– 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.

Note No. 3: In addition to the dissolved enterprise, the decision to dissolve the enterprise with 100% charter capital held by the State must be sent to the following subjects:

– Employees in the enterprise;

– Agency or organization requesting dissolution of the enterprise;

– Creditors, people with related 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;

– The Provincial People’s Committee, the Department of Statistics, the provincial business registration office where the dissolved enterprise is headquartered and the business registration office where the enterprise’s branch headquarters and representative offices are located.

After an enterprise with 100% charter capital held by the State is dissolved and the dissolution of the enterprise is published in the newspaper, what are the responsibilities of the Dissolution Council?

Compare with the provisions at Article 44 of Decree 23/2022/ND-CP states that after an enterprise with 100% charter capital held by the State is dissolved and has a dissolution decision and publishes the enterprise dissolution newspaper, the Dissolution Council is responsible for:

– Revoke the seal of the dissolved enterprise to serve the dissolution;

– Organize the dissolution of the enterprise according to the approved dissolution decision;

+ The owner’s representative agency or the Board of members, the company’s President directly organizes the liquidation of the enterprise’s assets, unless otherwise prescribed by the enterprise’s charter;

+ Payment of debts of dissolved enterprises is carried out in the order specified in Clause 5, Article 208 of the Law on Enterprises 2020;

– Within 07 working days from the date of completion of dissolution and payment of all debts of the enterprise, the Dissolution Council must:

+ Prepare financial reports on enterprise dissolution and submit to the person deciding on enterprise dissolution;

+ Prepare documents for enterprise dissolution according to the contents specified in Article 210 of the Law on Enterprises 2020 and send to the business registration authority where the enterprise is registered.