Are Managers Jointly Liable for Debts on SOE Dissolution?

May the dissolution council use the enterprise’s seal?

Yes. Under Article 44 of Decree 23/2022/ND-CP, the dissolution council of an enterprise with 100% state-held charter capital may use the enterprise’s seal to serve the dissolution work and request relevant state agencies to assist in recovering assets. The dissolution council is responsible for recovering the seal of the dissolved enterprise to serve the dissolution after the dissolution decision is issued and the enterprise dissolution is announced in a newspaper.

May the time limit for dissolving a 100% state-owned enterprise be extended?

Under Article 47 of Decree 23/2022/ND-CP, the time limit for dissolving an enterprise with 100% state-held charter capital is determined in the dissolution decision. Where necessary, the competent authority may consider extending the time limit based on the dissolution council’s proposal and the actual situation of asset and debt handling. The enterprise must comply with the time limit and report progress to the owner’s representative agency.

Must related managers be jointly liable for debts?

Yes, in the case of dissolution due to revocation of the Enterprise Registration Certificate. Clause 2, Article 39 of Decree 23/2022/ND-CP provides: related managers and the enterprise with 100% state-held charter capital whose Enterprise Registration Certificate is revoked (except where the Law on Tax Administration provides otherwise) are jointly liable for the enterprise’s debts.

Note: an enterprise with 100% state-held charter capital may only be dissolved when it ensures full payment of all debts and other asset obligations and is not in the process of dispute resolution at a Court or Arbitration. The dissolution must be consistent with the document on enterprise arrangement and renovation approved by the Prime Minister.

Notes on Applying Current Legal Regulations

This article belongs to the Corporate & M&A Knowledge series and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing dossiers or carrying out transactions.

Legal regulations may change over time, by locality, dossier type, and specific circumstances. If you need to determine the exact legal basis applicable to your dossier, please contact an ANT Legal lawyer at 0966.475.966 for verification and advice before proceeding.

Common Risks to Watch Out For

• Using the seal of a dissolved enterprise for purposes other than serving dissolution work.
• Failing to ensure all debts are fully paid before completing dissolution.
• Related managers not fully appreciating their joint liability when the enterprise’s certificate is revoked.
• Signing, filing, or carrying out transactions without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal helps review your specific situation, check dossiers, determine the applicable legal basis, advise on handling plans, and represent clients in dealings with individuals, organizations, or competent authorities when necessary.

For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Organizational forms of state-owned enterprises under regulations
• Is a subsidiary of a state-owned enterprise a state-owned enterprise?
• Procedures for dissolving a single-member limited liability company
• What is the maximum period an enterprise may suspend business operations?
• What are the principles for using state capital in enterprises?