What are the procedures for dissolution of private enterprises? What does the dissolution file for a private enterprise include?

What cases can a private enterprise be dissolved?

According to the provisions of Article 207 of the Law on Enterprises 2020, private enterprises can be dissolved in the following cases:

– According to resolutions and decisions of business owners for private enterprises;

– Business registration certificate revoked, unless otherwise stipulated by the Law on Tax Administration.

So, you, as the owner of a private business, have the right to make a decision to dissolve your business.

What does a private enterprise dissolution file include?

Components of an enterprise dissolution file as prescribed in Clause 1, Article 208 and Article 210 of the Law on Enterprises 2020 include:

– Notice of enterprise dissolution;

– Resolutions and decisions on dissolution of enterprises;

– Report on liquidation of corporate assets;

– List of creditors and paid debts, including payment of all tax debts and arrears of social insurance, health insurance, and unemployment insurance for employees after deciding to dissolve the enterprise (if any).

How are the procedures for dissolution of private enterprises carried out?

Dissolution of private enterprises in cases according to the resolution or decision of the private enterprise owner multiply

The dissolution of a private enterprise in this case is carried out in accordance with the provisions in Article 70 of Decree 01/2021/ND-CP on business registration.

Step 1: Notify the dissolution of the enterprise to the Business Registration Office

– 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 head office is located. Documents submitted to the Business Registration Office include:

+ Notice of dissolution of private enterprises;

+ Debt settlement plan (if any)

– Within 01 working day from the date of receiving notice of enterprise dissolution, the Business Registration Office must:

+ Upload the documents in Step 1 and notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal;

+ Change the legal status of the enterprise in the National Business Registration Database to the status of undergoing dissolution procedures;

+ Send information about the dissolution of the enterprise to the Tax Authority.

– Enterprises carry out procedures to fulfill tax obligations with the Tax Authority.

Step 2: Pay off all debts

Step 3: Carry out procedures to terminate the operation of the branch, representative office, or business location of the enterprise at the Business Registration Office where the branch, representative office, or business location is located.

Step 4: Submit the dissolution registration application to the Business Registration Office.

– Within 05 working days from the date of payment of all debts of a private enterprise, this enterprise shall send the application for enterprise dissolution registration to the Business Registration Office where the enterprise’s head office is located.

Dossier to register for enterprise dissolution includes:

+ 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).

– 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 receipt of the enterprise dissolution registration dossier, the Business Registration Office will change the legal status of the enterprise in the National Enterprise 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.

Note: After 180 days from the date the Business Registration Office receives the notice attached with the enterprise’s resolution and dissolution decision, 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 the dissolved state, send information about the enterprise’s dissolution to the Tax Authority, and at the same time issue an order. Notice of dissolution of the enterprise within 03 working days from the end of the above period.

Dissolution of a private enterprise in case of revocation of the Business Registration Certificate or by decision of the Court

Registration of enterprise dissolution in case of revocation of the Enterprise Registration Certificate or according to a Court decision must be carried out according to the order and procedures specified in Article 71 of Decree 01/2021/ND-CP.

Step 1: Post the decision and notify the status of the enterprise undergoing dissolution procedures

Within 01 working day from the date of issuance of the decision to revoke the Certificate of Business Registration or receipt of a legally effective Court decision, the Business Registration Office posts the decision and announces the status of the enterprise undergoing dissolution procedures on the National Information Portal on business registration, changes the status of the enterprise in the National Database on Business Registration to the status of undergoing dissolution procedures and sends information about the dissolution of the enterprise to the Tax Authority.

Step 2: The private enterprise pays off all of the business’s debts

Step 3: Submit application for enterprise dissolution registration

Within 05 working days from the date of payment of all debts of the enterprise, the private enterprise owner shall submit the application for dissolution of the enterprise to the Business Registration Office where the enterprise is headquartered.

Documents, order, and procedures for registering enterprise dissolution are carried out according to Step 4 of the private enterprise dissolution procedure in case of resolution or decision of the private enterprise owner.

Note: After 180 days from the date the Business Registration Office announces the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal, 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 Business Registration Database to the dissolved state, and send information about the enterprise’s dissolution to The tax authority, at the same time, issues a notice of dissolution of the enterprise within 03 working days from the end of the above period.