In what cases must the innovative startup investment fund for small and medium enterprises be liquidated and dissolved? How is the procedure for notification of fund dissolution carried out? The article shares in detail the legal regulations surrounding the topic of dissolution of innovative startup investment funds for small and medium-sized enterprises according to current law.

CSPL: Article 14, 15 Decree 38/2018/ND-CP

1. Dissolution of the fund

– Liquidation and dissolution of the fund will be carried out in the following cases:

+ End of the operating term stated in the Fund Charter;

+ The General Meeting of Investors decides to dissolve the fund before the end of the operating term stated in the Fund Charter;

+ The fund management company is dissolved, bankrupt, or has its Business Registration Certificate revoked and the fund representative board cannot establish a replacement fund management company within 02 months from the date of the event;

+ Other cases according to the provisions of the Fund’s Charter.

– Within 30 days from the date of dissolution of the fund as prescribed in Points b, c, d, Clause 1 of this Article, or 03 months before the date of dissolution of the fund as prescribed in Point a, Clause 1 of this Article, the fund management company convenes the General Meeting of Investors to approve the fund dissolution plan.

– The General Meeting of Investors has the right to appoint an independent auditing organization to inspect, evaluate, and supervise all liquidation, valuation, re-evaluation, and distribution of the fund’s assets to investors; or maintain the activities of the Fund Representative Board and the current Fund Director to supervise the liquidation and distribution process of fund assets.

– The fund management company is responsible for liquidating and distributing assets to investors according to the plan approved by the General Meeting of Investors.

– The General Meeting of Investors agrees on the date for dissolution of the fund. From the date of dissolution of the fund, the fund management company must not:

+ Carry out investment activities and asset purchase transactions for the fund;

+ Donate or give the fund’s assets to other organizations or individuals;

+ Performing other transactions with the purpose of dispersing the fund’s assets.

– Assets of the dissolving fund include:

+ Assets and property rights that the fund has at the time the fund is forced to dissolve;

+ The profits, assets and property rights that the fund will have due to the implementation of transactions are established before the time the fund is forced to dissolve.

– Proceeds from liquidation of fund assets and remaining assets are paid in the following order of priority:

+ Financial obligations to the State;

+ Amounts payable to the fund management company, Fund Representative Board, Fund Director, other payables and fund dissolution costs. In case the fund is forced to dissolve according to the provisions of Point c, Clause 1 of this Article, the fund is not required to pay the fund management company, the fund representative board, or the fund director the contractual fees from the date the event arises;

+ The remaining assets are used to pay investors in proportion to the investor’s capital contribution ratio to the fund.

– The results of liquidation of the fund’s assets must be confirmed by the fund management company and approved by the Fund Representative Board or the Fund Director who supervises the asset liquidation process.

2. Order for notification of fund dissolution

– Within 07 days from the date the General Meeting of Investors approves the dissolution of the fund, the fund management company must notify the fund’s dissolution to the business registration authority where the company is headquartered according to Form No. 04 in the Appendix attached to this Decree.

– Notice of liquidation and dissolution of the fund includes the following documents:

+ Minutes of the meeting and resolution of the General Meeting of Investors on the dissolution of the fund, accompanied by the plan and roadmap for liquidation and asset distribution approved by the General Meeting of Investors, which clearly states the principles for determining the value of assets at the date of dissolution and the time the fund liquidates assets in accordance with the provisions of law, the provisions of the Fund Charter and the valuation handbook; methods of distributing assets to investors and providing information to investors about asset liquidation and distribution activities;

+ Written commitment signed by the legal representative of the fund management company to be responsible for completing asset liquidation procedures to dissolve the fund.

– The order of notification of liquidation and dissolution of the fund, responsibilities of the fund management company, and the business registration authority are as follows:

+ business registration authority The business is responsible for reviewing the validity of the notice and accompanying documents within 15 working days from the date of receipt of the notice.

+ In case the notice and accompanying documents are valid, the business registration authority shall send a document to the fund management company regarding the establishment of a valid fund. In case the notice and accompanying documents are not valid according to the provisions of this Decree, the business registration authority shall send a document to the fund management company and must clearly state the reason and requests for amendments and supplements (if any).

+ Within 05 working days from the date of notification of valid fund establishment, the fund management company shall publish information about the establishment of an innovative startup investment fund on the electronic information page. electronic information portal (hereinafter referred to as electronic information portal) of the company that manages the fund and sends a copy of the fund establishment notice to the Ministry of Planning and Investment for publication on the National Information Portal to support small and medium enterprises. The fund can only operate after the fund’s information is published on the National Information Portal to support small and medium-sized enterprises.

+ The fund management company is responsible before the law for the truthfulness and accuracy of the content of the fund establishment notice and accompanying documents. The business registration authority is responsible for the validity of the fund establishment notice and accompanying documents, and is not responsible for violations of the law by the fund management company and investors.

+ The business registration authority does not resolve disputes between investors, with the fund management company or with other organizations or individuals.

– Asset liquidation activities and the time limit for liquidation of the fund’s assets shall be carried out according to the dissolution plan approved by the General Meeting of Investors, but no more than 01 year from the date of publication of the notice of dissolution of the fund. While the fund is liquidating assets for dissolution, management fees, supervision fees and other expenses are collected according to the fee schedule approved by the General Meeting of Investors. After the date of dissolution of the fund, on a monthly basis, the fund management company provides investors with information about the payment level per capital contribution, expenses incurred during the period, the remaining net asset value of the fund and the value of assets distributed to investors. The notice sent to investors must be provided to the business registration authority for monitoring and supervision.

– Within 05 working days from the date of completing the dissolution of the fund, the fund management company is responsible for disclosing information about the completion of liquidation, distribution and dissolution of the fund on the electronic portal of the fund management company, and at the same time notifying the fund dissolution results to the business registration authority and Ministry of Planning and Investment to publish on the National Information Portal to support small and medium-sized enterprises.

– In case the notification of dissolution results is inaccurate, there are fake documents, the fund management company, the organizations and individuals involved must be jointly responsible for paying the unpaid debt and be personally responsible before the law for the consequences arising within 03 years from the date of reporting the dissolution results to the agency. business registration office.