Dissolution of a General Partnership Upon ERC Revocation

1. What is revocation of an enterprise registration certificate?

Under Article 212 of the Law on Enterprises 2020, revocation of an enterprise registration certificate is as follows:

• An enterprise’s enterprise registration certificate is revoked in the following cases:
• The declared contents in the enterprise registration dossier are falsified;
• The enterprise is established by persons prohibited from establishing enterprises under Clause 2, Article 17 of this Law;
• The enterprise ceases business operations for 01 year without notifying the business registration agency and the tax authority;
• The enterprise fails to submit reports as prescribed at Point c, Clause 1, Article 216 of this Law to the business registration agency within 06 months from the reporting deadline or upon written request;
• Other cases under a Court decision or a request of a competent authority as prescribed by law.
• The Government prescribes the procedures for revoking enterprise registration certificates.

2. What is the procedure for dissolving a general partnership upon revocation of its enterprise registration certificate?

Under Article 209 of the Law on Enterprises 2020, dissolution of an enterprise upon revocation of its enterprise registration certificate or under a Court decision is carried out through the following procedures:

• The business registration agency must announce the enterprise’s status as undergoing dissolution procedures on the National Enterprise Registration Portal simultaneously with issuing the decision revoking the enterprise registration certificate, or immediately after receiving the legally effective court dissolution decision. The revocation decision or the legally effective court decision must be posted with the announcement;
• Within 10 days from receiving the decision revoking the enterprise registration certificate or the legally effective court decision, the enterprise must convene a meeting to decide on dissolution. The dissolution resolution or decision and a copy of the revocation decision or the legally effective court decision must be sent to the business registration agency, the tax authority and the enterprise’s employees, and must be publicly posted at the head office, branches and representative offices. Where publication in newspapers is required by law, the enterprise dissolution resolution or decision must be published at least in 01 print or electronic newspaper in 03 consecutive issues.

Where the enterprise still has unpaid financial obligations, it must simultaneously send, together with the enterprise’s dissolution resolution or decision, a debt settlement plan to creditors and persons with related rights and obligations. The notice must include the creditor’s name and address; the debt amount, deadline, place and method of payment; and the method and deadline for resolving creditors’ complaints;

• Payment of the enterprise’s debts is carried out under Clause 5, Article 208 of this Law;
• The enterprise’s legal representative submits the enterprise dissolution dossier to the business registration agency within 05 working days from the date all the enterprise’s debts are paid;
• After 180 days from the announcement of the enterprise’s dissolution status under Clause 1 of this Article without written objection from related parties, or within 05 working days from receiving the dissolution dossier, the business registration agency updates the enterprise’s legal status on the National Enterprise Registration Database;
• Related company managers are personally liable for damage caused by failure to comply or incorrect compliance with this Article.

3. What does a general partnership dissolution dossier include?

Article 210 of the Law on Enterprises 2020 provides:

“Article 210. Enterprise dissolution dossier

1. An enterprise dissolution dossier includes the following documents:

a) Notice of enterprise dissolution;

b) Report on liquidation of enterprise assets; list of creditors and debts paid, including full payment of tax debts and social insurance, health insurance and unemployment insurance contributions for employees after the enterprise dissolution decision (if any).

2. Members of the Board of Directors of joint-stock companies, members of the Members’ Council of limited liability companies, the company owner, the private enterprise owner, the Director or General Director, general partners, and the enterprise’s legal representative are responsible for the truthfulness and accuracy of the enterprise dissolution dossier.

3. Where the dissolution dossier is inaccurate or falsified, the persons under Clause 2 of this Article are jointly liable for paying unresolved employee benefits, unpaid taxes and other outstanding debts, and are personally liable before the law for consequences arising within 05 years from the date of submitting the enterprise dissolution dossier to the business registration agency.”

Thus, a general partnership dissolution dossier includes:

• Notice of enterprise dissolution;
• Report on liquidation of enterprise assets; list of creditors and debts paid, including full payment of tax debts and social insurance, health insurance and unemployment insurance contributions for employees after the enterprise dissolution decision (if any).

4. Within how long from receiving the decision revoking the enterprise registration certificate must the enterprise submit the dissolution dossier?

Clauses 2 and 4, Article 209 of the Law on Enterprises 2020 provide:

“Article 209. Dissolution of enterprises upon revocation of the enterprise registration certificate or under a Court decision

[…]

2. Within 10 days from receiving the decision revoking the enterprise registration certificate or the legally effective court decision, the enterprise must convene a meeting to decide on dissolution. The dissolution resolution or decision and a copy of the decision revoking the enterprise registration certificate or the legally effective court decision must be sent to the business registration agency, the tax authority and the enterprise’s employees, and must be publicly posted at the head office, branches and representative offices. Where publication in newspapers is required by law, the enterprise dissolution resolution or decision must be published at least in 01 print or electronic newspaper in 03 consecutive issues.

Where the enterprise still has unpaid financial obligations, it must simultaneously send, together with the enterprise’s dissolution resolution or decision, a debt settlement plan to creditors and persons with related rights and obligations. The notice must include the creditor’s name and address; the debt amount, deadline, place and method of payment; and the method and deadline for resolving creditors’ complaints;

[…]

4. The enterprise’s legal representative submits the enterprise dissolution dossier to the business registration agency within 05 working days from the date all the enterprise’s debts are paid;

[…]”

Thus, within 10 days from receiving the decision revoking the enterprise registration certificate, your enterprise must convene a meeting to decide on dissolution. The company’s legal representative submits the enterprise dissolution dossier to the business registration agency within 05 working days from the date all the enterprise’s debts are paid.

Notes on applying current legal provisions

This article belongs to the Enterprise & M&A Knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or conducting transactions.

Legal provisions may change depending on timing, locality, dossier type and specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal texts that have been amended, supplemented or replaced.
• Preparing incomplete dossiers, documents or evidence.
• Misunderstanding the applicable conditions, procedures, time limits or competent authority.
• Signing, filing or conducting transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists in reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling plans, and representing you in working with individuals, organizations or competent authorities when necessary.

For quick advice, you may contact a lawyer at 0966.475.966.

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