What should I do if a limited liability company wants to re-register after temporarily suspending business?

When is it necessary to carry out the procedure for notifying the reopening of operations of a limited liability company?

According to the provisions of Clauses 1 and 3, Article 206 of the Law on Enterprises 2020, as follows: following:

“Article 206. Suspension, suspension of operations, termination of business

1. Enterprises must notify the Business Registration Authority in writing at least 03 working days before the date of suspension of business or resumption of business before the notified deadline.

…

3. During the temporary suspension of business, the enterprise must pay all outstanding taxes, social insurance, health insurance, and unemployment insurance; continue to pay debts, complete the implementation of contracts signed with customers and employees, unless otherwise agreed upon by the business, creditors, customers and employees.”

Thus, your Limited Liability Company only needs to carry out the procedure for notifying the reopening of the Company’s operations when the Company has made a notice of temporary suspension of operations with the business registration authority and wants to continue doing business before the announced temporary suspension deadline.

Because after completing the business suspension procedure, the enterprise will register for a certain suspension period. At the end of that suspension period, the enterprise will automatically reopen business operations without any notification procedures. However, if the enterprise wants to operate before the above announced suspension time, the enterprise needs to carry out procedures to notify the reopening of the company’s operations.

Note, during the temporary suspension of business, your Limited Liability Company must pay all outstanding taxes, social insurance, health insurance, and unemployment insurance; continue to pay debts, complete the implementation of contracts signed with customers and employees, unless otherwise agreed upon by the business, creditors, customers and employees.

What documents are needed to notify the reopening of operations of a Limited Liability Company?

Pursuant to Article 66 of Decree 01/2021/ND-CP as follows:

“Article 66. Registration of business suspension and business resumption before the announced deadline for enterprises, branches, representative offices, and business locations

1. In case an enterprise, branch, representative office, or business location temporarily suspends business or resumes business before the announced deadline, the enterprise sends a notice to the Business Registration Office where the enterprise, branch, representative office, or business location is located at least 03 working days before the date of temporary business suspension or continued business before the announced deadline. In case an enterprise, branch, representative office, or business location wishes to continue to temporarily suspend business after the end of the notified period, it must notify the Business Registration Office at least 03 working days before the date of continued business suspension. The business suspension period of each notice must not exceed one year.

2. In case an enterprise temporarily suspends business, the notice must be accompanied by a resolution, decision and a copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, or of the Board of Directors for joint stock companies; Resolution or decision of the company owner for a one-member limited liability company on temporary business suspension.

3. After receiving the business registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier and issues a confirmation that the enterprise, branch, representative office, business location has registered to temporarily suspend business, and a confirmation that the enterprise, branch, representative office, or business location has registered to resume business before the announced deadline within 03 working days from the date of receiving the valid dossier.

4. In case an enterprise registers to temporarily suspend business, the Business Registration Office updates the legal status of the enterprise and the status of all branches, representative offices, and business locations of the enterprise in the National Database on Business Registration to the state of temporary business suspension.5. Enterprises can request to register to continue doing business before the announced deadline at the same time as registering to continue doing business before the announced deadline for branches, representative offices, and business locations of the enterprise. The Business Registration Office updates the legal status of businesses simultaneously with the status of branches, representative offices, and business locations in the National Database on Business Registration.”

Thus, the procedure for announcing the reopening of your limited liability company requires the following documents:

– Notice of business resumption ahead of schedule according to the form;

– Resolutions and decisions of the owner for a one-member limited liability company; Resolutions, decisions and copies of meeting minutes of the Board of Members for limited liability companies with two or more members;

– Authorization document for the representative to carry out business registration procedures (if any).

Process for carrying out procedures for notifying the reopening of limited liability companies?

Also according to the provisions of Article 66 of Decree 01/2021/ND-CP, the process for carrying out procedures for notifying the reopening of limited liability companies includes:

Step 1: The company prepares documents to announce the reopening of the company’s operations.

Step 2: Submit documents to the business registration office – Department of Planning and Investment of the province/city where the company is headquartered. The Business Registration Office gives a Receipt of documents to the business after receiving the notice of reopening the company’s operations.

Within 03 working days from the date of receipt of valid documents, the Business Registration Office shall issue a Certificate of enterprise registration to continue doing business before the announced deadline. The Business Registration Office sends information about the enterprise’s continued business ahead of the announced deadline to the tax authority for coordination in state management of the enterprise.

Step 3: Receive business registration results.