Procedures for dissolution of enterprises

Enterprise dissolution is a procedure carried out with the Business Registration Authority to erase the existence of a business. This is a complicated procedure that takes a lot of time and effort. This article shares in detail the steps to carry out business dissolution procedures according to the provisions of Law on Enterprises 2020.

Legal basis

 Article 210 Law on Enterprises 2020

 Article 70 of Decree 01/2021/ND-CP

Enterprise dissolution includes two steps:

Step 1: Notify the enterprise dissolution to the Business Registration Office where the enterprise is headquartered

Step 2: Submit dissolution registration documents to the Business Registration Office where the enterprise is located headquarters

1. Notice of dissolution of the enterprise

– Within 07 working days from the date of passing the resolution or decision on dissolution, the enterprise sends a notice of dissolution to the Business Registration Office where the enterprise’s headquarters is located

– Notification documents include:

• Resolutions, decisions and meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and the General Meeting of Shareholders for joint stock companies; resolutions and decisions of the company owner for a single-member limited liability company on the dissolution of the enterprise;
• Debt settlement plan (if any).

– Within 01 working day from the date of receiving notice of enterprise dissolution,

+ The Business Registration Office is responsible for Responsibilities:

• • Upload notification documents about enterprise dissolution
  • Notify the status of an enterprise undergoing dissolution procedures on the National Business Registration Information Portal
  • Change the legal status of the enterprise in the National Business Registration Database to the state of undergoing dissolution procedures and send information about the dissolution of the enterprise to Tax authority.

+ Enterprises carry out procedures to complete tax obligations with the Tax Authority according to the provisions of the Law on Tax Administration.

2. Registration of enterprise dissolution

– Within 05 working days from the date of payment of all debts of the enterprise, the enterprise sends the application for enterprise dissolution registration to the Business Registration Office where the enterprise is headquartered. 

– Before submitting the enterprise dissolution registration dossier, the enterprise must carry out procedures to terminate the operation of the enterprise’s branch, representative office, or business location at the Business Registration Office where the branch, representative office, or business location is located.

– The registration dossier includes:

• Notification of business dissolution enterprise;
• 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).

– After receiving the application for enterprise dissolution registration, the Business Registration Office sends information about the enterprise’s dissolution registration to the Tax Authority. Within 02 working days from the date of receiving information from the Business Registration Office, the Tax Authority shall send comments on the completion of the enterprise’s tax payment obligation to the Business Registration Office. Within 05 working days from the date of receiving the enterprise dissolution registration dossier, the Business Registration Office will change the legal status of the enterprise in the National Business Registration Database to dissolved status if it does not receive a refusal from the Tax Authority, and at the same time issue a notice of dissolution of the enterprise.

– After 180 days from the date the Business Registration Office receives the notice with the resolution, If the Business Registration Office does not receive the enterprise’s dissolution registration dossier and written objections from the relevant parties, the Business Registration Office will change the legal status of the enterprise in the National Database on Business Registration to dissolved status, send information about the enterprise’s dissolution to the Tax Authority, and issue a notice of dissolution of the enterprise within 03 working days from the end of the above period.