The order and procedures for dissolution of a limited liability company with two or more members

How are the procedures and procedures for dissolution of a limited liability company with two or more members carried out? What does the dissolution file for a two-member limited liability company include?

1. What are the cases and conditions for dissolution of a two-member limited liability company?

Pursuant to Article 207 of the Law on Enterprises 2020, which stipulates the cases and conditions for dissolution of enterprises as follows:

– The enterprise is dissolved in the following cases:

+ End of the operating term stated in the company charter without a decision to extend;

+ According to the resolution and decision of the business owner for a private enterprise, of the Board of Members for a partnership, of the Board of Members and company owner for a limited liability company, of the General Meeting of Shareholders for a joint stock company;

+ The company no longer has the minimum number of members as prescribed by this Law within the term 06 consecutive months without carrying out procedures for converting the type of enterprise;

+ Having the Business Registration Certificate revoked, unless otherwise prescribed by the Law on Tax Administration.

– Enterprises can only be dissolved when they ensure payment of all debts and other property obligations and are not in the process of resolving disputes at Court or Arbitration. The relevant manager and the enterprise specified in Point d, Clause 1 of this Article are jointly responsible for the debts of the enterprise.

2. What does the dissolution file for a two-member limited liability company include?

According to Article 210 of the Law on Enterprises 2020, the regulations on enterprise dissolution documents are as follows:

– The enterprise dissolution file includes the following documents:

+ Notice of enterprise dissolution;

+ Report on liquidation of corporate assets; List of creditors and paid debts, including payment of all tax debts and social insurance, health insurance, and unemployment insurance payments for employees after deciding to dissolve the enterprise (if any).

– Members of the Board of Directors of a joint stock company, member of the Board of members of a limited liability company, company owner, owner of a private enterprise, Director or General Director, general partner, legal representative of the enterprise are responsible for the truthfulness and accuracy of the enterprise’s dissolution documents.

– In case the dissolution documents are inaccurate or forged, the persons attributing stipulated in Clause 2 of this Article must be jointly responsible for paying unresolved employee benefits, unpaid taxes, other unpaid debts and be personally responsible before the law for the consequences arising within 05 years from the date of submitting the enterprise dissolution dossier to the Business Registration Authority.

3. How are the order and procedures for dissolution of a two-member limited liability company carried out?

The order and procedures for dissolution of a two-member limited liability company are carried out according to Article 208 of the Law on Enterprises 2020, specifically:

The dissolution of the enterprise in the cases specified in Points a, b and c, Clause 1, Article 207 of this Law is carried out. comply with the following regulations:

– Adopt resolutions and decisions to dissolve the enterprise. The resolution and decision to dissolve the enterprise must include the following main contents:

+ Name and address of the enterprise’s head office;

+ Reason for dissolution;

+ Time limit and procedures for liquidating contracts and paying debts of the enterprise;

+ Plan for handling obligations arising from labor contract;

+ Full name, signature of the private enterprise owner, company owner, Chairman of the Board of Members, Chairman of the Board of Directors;

– Private enterprise owner, Board of members or company owner, Board of Directors directly organizes liquidation of enterprise assets, unless the company charter stipulates the establishment of a liquidation organization separately;

– Within 07 working days from the date of approval, the resolution, dissolution decision and meeting minutes must be sent to the business registration authority, tax agency, and employees in the enterprise. Resolutions and dissolution decisions must be posted on the National Business Registration Portal and publicly posted at the enterprise’s headquarters, branches, and representative offices.

In case the enterprise still has unpaid financial obligations, it must attach a resolution, dissolution decision and debt settlement plan to creditors, people with relevant rights, obligations and interests. The debt settlement plan must include the name and address of the creditor; debt amount, term, location and method of payment of that debt; method and time limit for resolving creditors’ complaints;

– The business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal immediately after receiving the resolution or decision on dissolution of the enterprise. Along with the notice, the resolution, dissolution decision and debt settlement plan (if any) must be posted;

– Enterprise debts are paid in the following order of priority:

+ Salary arrears, severance pay, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees according to the collective labor agreement and signed labor contract;

+ Tax debt;

+ Other debts;

– After paying the costs of dissolution of the enterprise and debts, the remaining amount is divided to the private enterprise owner, members, shareholders or company owners according to the ratio of ownership of contributed capital and shares;

– The legal representative of the enterprise sends the enterprise dissolution documents to the Business Registration Authority within 05 working days from the date of payment of all debts of the enterprise;

– After 180 days from the date of receipt of the resolution or decision on dissolution as prescribed in Clause 3 of this Article, without receiving comments on the dissolution from the enterprise or written objections from relevant parties 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;

– The Government regulates in detail the order and procedures for dissolution of enterprises.