With constant competition, business dissolution is a risk that can happen. ANT Legal guides the procedures for dissolution of a one-member limited liability company as follows:

Order and procedures for dissolution of a one-member limited liability company

Publicly announce the decision to dissolve the one-member limited liability company

After the dissolution decision is approved, the company must notify those with rights and interests related to the dissolution of the enterprise about the dissolution decision within 07 working days.

Documents for public announcement of the decision to dissolve a one-member limited liability company:

Notice of dissolution (according to form Appendix II-24 attached to Circular 02/2019/BKHDT);
Decision on dissolution of the company owner for a one-member limited liability company;
Debt settlement plan (if any).
Application deadline:07 days from the date of passing the dissolution decision.

Application form:Submit in person, by post or online.

Receiving and resolving agency: Business registration office – Department of Planning and Investment.

Resolution deadline:03 working days from the date the application is received.

Pay off all debts and tax obligations

Enterprise debts are paid in the following order:

• Salary arrears, severance pay, social insurance according to the provisions of law and other benefits of employees according to the collective labor agreement and signed labor contract;
• Tax debt;
• Other debts.
• The remainder belongs to the company’s owners.

Carry out procedures for closing insurance books for employees with the social insurance agency

Procedures and order for closing social insurance books in case the employer closes insurance books for employees includes 2 steps:

Step 1:The company reports labor reduction to the social insurance management agency

Profile includes:

List of employees participating in social insurance and health insurance (Form D02-TS);
List of information (Form D01-TS) (if any);
Application for notification of labor reduction due to dissolution of the enterprise.
Copy of decision to terminate the labor contract; employment contract; transfer; Leave your job under benefits or labor contract; The work contract has just expired.
Step 2: Carry out procedures for closing insurance books for employees.

Documents for completing procedures for closing insurance books include:

Declaration of units participating in and adjusting information on social insurance and health insurance (Form TK3-TS);
List of employees participating in social insurance, health insurance, unemployment insurance, and occupational accident insurance occupational diseases and injuries (Form D02-TS);
List of information (Form D01-TS);
Social insurance book or social insurance book and separate pages (original).

A one-member limited liability company can submit documents for the above two steps at the same time.

Receiving agency and processing: Insurance agency where the company’s headquarters is located

Form of submission: The company completes the application and sends it directly to the social insurance agency, via social insurance software or by post for settlement. Time limit for resolution:

Time limit for resolution: 05 days from the date of receiving the valid application.

Confirmation Accept completion of tax obligations with relevant agencies

Confirm tax payment obligations at the customs office if the enterprise has import-export activities.

Documents include: Official letter requesting confirmation of completion of tax payment obligation (according to form No. 05, Appendix IIa Circular 39/2018/TT-BTC)

Submission deadline: After the enterprise posts the dissolution decision on the National Business Registration Portal and must be publicly posted at the enterprise’s headquarters, branches, and representative offices.

Receiving and resolving agency: General Department of Customs

Resolving time limit: 05 working days from the date of receiving the official letter requesting confirmation of tax debt.

Result: The customs authority shall notify the taxpayer or competent state management agency of the handling results as follows:

In case of non-confirmation, the General Department of Customs must issue a written notice specifically stating the reason for non-confirmation;
In case it is necessary to check and compare information about the taxpayer’s performance of tax obligations before confirmation, the customs authority will send a notice to the taxpayer stating the reason for not confirming.
In case the enterprise has completed its tax payment obligation, the General Department of Customs will give a written confirmation to the enterprise.

Procedures for completing tax obligations with tax authorities

Documents include:

• Decision on dissolution;
• Document confirming completion of tax obligations for import and export activities by the General Department of Customs if the enterprise has import and export activities;
• Decision to revoke the Certificate of Business Registration or effective Court Decision force (in case of dissolution due to revocation of business registration certificate or court decision).

Application form: Submit directly, by post.

Receiving and resolving agency: Direct management tax agency

Resolving deadline and results:

Within 02 days from the date of receiving complete and valid dossiers, the tax agency must notify the taxpayer to stop operating and be inactive. Carry out procedures for invalidation of tax code. At the same time, change the status of the taxpayer and the taxpayer’s affiliated units to the status of “NNT stops operating but has not completed the tax code deactivation procedure” on the tax registration application system.
During this time, the Enterprise must submit relevant documents and complete tax obligations with the direct tax administration agency
Within 03 days from the date the taxpayer refunds If you fulfill your tax obligations with the tax authority and customs authority, the tax authority will notify the enterprise to terminate the validity of its tax code.
Fees: There is no fee.

Procedures for registering dissolution of a one-member limited liability company

Documents include:

• Notification of enterprise dissolution (according to form Appendix II-24 attached to Circular 02/2019/BKHDT);
• Decision of the company owner on the dissolution dissolution;
• Report on liquidation of enterprise assets;
• List of creditors and paid debts, including payment of all tax debts and social insurance premiums owed to employees after deciding to dissolve the enterprise (if any);
• Seal and seal sample certificate (if any);
• Business registration certificate.

Receiving and processing agency: Business Registration Office – Department of Planning and Investment where the Company is headquartered.

How to apply: Enterprises submit directly to the Business Registration Office or submit online.

Time limit and results: Within 05 working days from the date of receipt of the dissolution dossier, the Business Registration Office changes 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 issues a Notice of dissolution of the enterprise.

Fees: No fee.

ANT Legal’s service of carrying out business dissolution procedures

Suspension of business operations.
Conversion of business type.
Division, separation, consolidation, merger of businesses.
Notice of share offering individually.
Termination of branch/representative office/business location.
Dissolution of a one-member LLC.
Dissolution of a LLC with two or more members.
Dissolution of a joint stock company.
Dissolution of a joint company. title.
Dissolution of private enterprise.
ANT Legal always proud to be a company providing legal solution consulting services for businesses. With that experience, we confidently provide the service of dissolving a one-member limited liability company.