In what cases will an enterprise’s business registration license be revoked? After dissolution, can an enterprise transfer land use rights?

In what cases will a business have its business registration license revoked?

Pursuant to Article 212 of the Law on Enterprises 2020, regulations on cases where an enterprise has its Business Registration Certificate revoked are as follows:

“Article 212. Revocation of Business Registration Certificate

1. Enterprise registration certificate is revoked in the following cases:

a) The declared content in the business registration dossier is fake;

b) The enterprise is owned by people who are prohibited from establishing enterprises according to regulations established in Clause 2, Article 17 of this Law;

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

d) 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 upon request. in writing;

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

2. The Government regulates the order and procedures for revoking the Business Registration Certificate.”

In what order and procedure will an enterprise whose Business Registration Certificate be revoked be dissolved?

Pursuant to Article 209 of the Law on Enterprises 2020, the procedures for dissolution of an enterprise in case of revocation of the Certificate of Enterprise Registration are as follows:

“Article 209. Dissolution of an enterprise in case of revocation of the Certificate of Business Registration or according to a decision of the Court

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

1. The business registration authority must notify the status The enterprise is carrying out dissolution procedures on the National Business Registration Portal at the same time as 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 posted on the decision to revoke the Certificate of Business Registration or the Court’s decision has taken legal effect;

2 If the business registration certificate or court decision is legally effective, the enterprise must convene a meeting to decide on dissolution and a copy of the decision to revoke the Enterprise Registration Certificate or legally effective Court decision must be sent to the business registration authority, tax authority, and employees in the enterprise and must be publicly posted at the enterprise’s headquarters, branches, and representative offices The resolution or decision to dissolve the enterprise 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 the resolution, decision on dissolution of the enterprise, and debt settlement plan to creditors and people with relevant rights and obligations. The notice must include the name and address of the creditor; debt amount, term, location and method method of payment of that debt; method and time limit for resolving creditors’ complaints;

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

4. The legal representative of the enterprise shall 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. business;

5. 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;

6. The relevant company manager must be personally responsible for damages caused by failure to comply or not comply with the provisions of this Article.”

According to Clause 3, Article 167 of the 2013 Land Law, the rights to convert, transfer, lease, sublease, inherit, donate, mortgage, and contribute capital to land use rights are as follows:

“Article 167. Right to convert, transfer, lease, sublease, inherit, donate, mortgage, and contribute capital to land use rights

3. Notarization and authentication of contracts and documents exercising the rights of land users are carried out as follows:

a) Contracts for transfer, donation, mortgage, capital contribution with land use rights, land use rights and assets attached to land must be notarized or authenticated, except for real estate business cases specified in point b of this clause;

b) Contracts for leasing and subleasing rights land use, land use rights and assets attached to land, agricultural land use rights conversion contracts; Contracts for transfer of land use rights, land use rights and assets attached to land, assets attached to land in which one party or parties participating in the transaction is a real estate business organization are notarized or authenticated at the request of the parties;

c) Documents on inheritance of land use rights, land use rights and assets attached to land are notarized or authenticated according to the provisions of civil law;

d) Notarization is performed at notary organizations, authentication is performed at the Commune People’s Committee.”

Accordingly, the capital contribution contract for land use rights must be notarized and then registered for changes in order for the school to have land use rights recognized. If up to now the owner company has dissolved and has never transferred land use rights in accordance with the law, then the school will not now be recognized with this land use right, and there is no other way to transfer this land. This land will be handled according to law upon dissolution of the owner’s enterprise.