How is the dissolution of a joint stock company in case of revocation of the Business Registration Certificate?

What is revocation of business registration certificate?

Pursuant to Article 212 of the Law on Enterprises 2020, the provisions on revocation of Business Registration Certificate are as follows: after:

– Enterprises have their Business Registration Certificate revoked in the following cases:

+ The content declared in the business registration application is fake;

+ Enterprises established by people prohibited from establishing enterprises according to the provisions of Clause 2, Article 17 of this Law;

+ The enterprise ceases business operations for 01 year without notifying the Business Registration Authority and the tax authority;

+ The enterprise fails to send a report as prescribed in Point c, Clause 1, Article 216 of this Law to the Business Registration Authority within 06 months from the deadline for sending the report or makes a written request;

+ Other cases according to the Court’s decision or request of a competent authority according to the provisions of law.

+ The Government regulates the order and procedures for revoking the Certificate of Business Registration.

How are the order and procedures for dissolution of a joint stock company in case of revocation of the Certificate of Business Registration?

Pursuant to Article 209 of the Law on Enterprises 2020 stipulating the dissolution of enterprises in case of revocation of the Certificate of Business Registration or according to The Court’s decision is as follows:

The dissolution of an enterprise in case of revocation of the Enterprise Registration Certificate or according to a Court decision is carried out according to the following order and procedures:

– The business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal at the same time as making the decision to revoke the Certificate of Business Registration or immediately after receiving the dissolution decision from the Court that has taken legal effect. The notice must be accompanied by a decision to revoke the Certificate of Business Registration or a Court decision that has taken legal effect;

– Within 10 days from the date of receiving the decision to revoke the Certificate of Business Registration or the legally effective Court decision, the enterprise must convene a meeting to decide on dissolution. Resolutions, dissolution decisions and copies of decisions to revoke the Certificate of Business Registration or legally effective Court decisions must be sent to the Business Registration Authority, tax authorities, and employees in the enterprise and must be publicly posted at the enterprise’s head office, branches, and representative offices. In cases where the law requires newspaper publication, resolutions and decisions on enterprise dissolution must be published in at least 01 printed or electronic newspaper for 03 consecutive issues.

In case the enterprise has unpaid financial obligations, it must simultaneously send a resolution, dissolution decision of the enterprise, and debt settlement plan to creditors and people with relevant rights and obligations. The notice must contain the name and address of the creditor; debt amount, term, location and method of payment of that debt; method and time limit for resolving creditors’ complaints;

– Payment of enterprise debts is carried out according to the provisions of Clause 5, Article 208 of this Law;

– The legal representative of the enterprise sends the enterprise dissolution documents to the Business Registration Authority within 05 working days from the date of payment of all debts of the enterprise;

– After 180 days from the date of notification of the status of the enterprise’s dissolution procedures as prescribed in Clause 1 of this Article, without receiving a written objection from the relevant party or within 05 working days from the date of receipt of the dissolution dossier, the Business Registration Authority updates the legal status of the enterprise on the National Business Registration Database;- The relevant company manager must be personally responsible for damages caused by failure to comply or not comply with the provisions of this Article.

What does a joint stock company dissolution file include?

According to Article 210 of the Law on Enterprises 2020, it is stipulated as follows:

“Article 210. Enterprise dissolution file

1. Enterprise dissolution file includes the following documents here:

a) Notice of enterprise dissolution;

b) Report on liquidation of enterprise assets; list of creditors and paid debts, including payment of all tax debts and social insurance, health insurance, and unemployment insurance premiums for employees after deciding to dissolve the enterprise (if any).

2. Member The Board of Directors of a joint stock company, members of the Board of Members of a limited liability company, company owner, owner of a private enterprise, Director or General Director, general partner, legal representative of the enterprise are responsible for the truthfulness and accuracy of the enterprise dissolution documents.

3. In case the dissolution documents are inaccurate or fake, the people specified in Clause 2 of this Article must be jointly responsible for payment. The employee’s rights have not been resolved, the tax amount has not been paid, other debts have not been paid and are personally responsible before the law for the consequences arising within 05 years from the date of submitting the enterprise dissolution application to the Business Registration Authority.”

Thus, the file for dissolution of a joint stock company includes:

+ Notice of enterprise dissolution;

+ Report on liquidation of corporate assets; List of creditors and paid debts, including payment of all tax debts and social insurance, health insurance, and unemployment insurance payments for employees after deciding to dissolve the enterprise (if any).

How long from the date of receiving the decision to revoke the Business Registration Certificate, must the enterprise submit a dissolution application?

According to Clause 2 and Clause 4, Article 209 of the Law on Enterprises 2020, it is stipulated as follows:

“Article 209. Dissolution of the enterprise in case of revocation of the Certificate business registration or according to the Court’s decision

[…]

2. Within 10 days from the date of receiving the decision to revoke the Certificate of Business Registration or the legally effective Court decision, the enterprise must convene a meeting to decide on dissolution. Resolutions, dissolution decisions and copies of decisions to revoke the Certificate of Business Registration or legally effective Court decisions must be sent to the Business Registration Authority, tax authorities, and employees in the enterprise and must be publicly posted at the enterprise’s head office, branches, and representative offices. In cases where the law requires newspaper publication, resolutions and decisions on enterprise dissolution must be published in at least 01 printed or electronic newspaper for 03 consecutive issues.

In case the enterprise has unpaid financial obligations, it must simultaneously send a resolution, dissolution decision of the enterprise, and debt settlement plan to creditors and people with relevant rights and obligations. The notice must contain the name and address of the creditor; debt amount, term, location and method of payment of that debt; method and time limit for resolving creditors’ complaints;

[…]

4. The legal representative of the enterprise sends the enterprise dissolution documents to the Business Registration Authority within 05 working days.from the date of payment of all debts of the enterprise;

Accordingly, within 10 days from the date of receiving the decision to revoke the Business Registration Certificate, your business must convene a meeting to decide on dissolution. And the company’s legal representative will send the enterprise dissolution documents to the Business Registration Authority within 05 working days from the date of payment of all debts of the enterprise.