Due to a number of reasons, a business may be dissolved during its operation. The dissolution of an enterprise must be carried out according to the prescribed legal procedures. How long does it take to dissolve a business is a question of most businesses in the process of dissolution. Please follow Viet My’s article below to better understand how long it takes to dissolve a business.

1. What is enterprise dissolution?

Dissolution is the word that refers to the absence or making the conditions no longer sufficient to exist as a whole, or an organization. Accordingly, enterprise dissolution will be understood as the termination of corporate legal status and related rights and obligations of an enterprise.

In Clause 6, Article 41 of Decree 01/2021/ND-CP, it is stipulated that the status of a dissolved enterprise “is the legal status of an enterprise that has completed dissolution procedures according to regulations and has been approved by the Registration Department.” business updates the legal status according to Clause 8, Article 208, Clause 5, Article 209 of the Enterprise Law.

When the enterprise dissolution procedure is completed, the enterprise dissolution status will be updated on the National Information Portal on business registration.

2. Cases in which the enterprise is dissolved

The enterprise will be dissolved if it falls into the following cases:

– The operating term as stated in the company charter ends but there is no decision to extend it;

– According to the resolution/decision of the owner of a private enterprise, of the Board of members in a partnership, of the Board of members, owner of a limited liability company, of the General Meeting of Shareholders in a joint stock company;

– The company no longer has enough members at the minimum level according to the provisions of the Enterprise Law for a period of 06 consecutive months without carrying out procedures for converting the business type;

– Having the Business Registration Certificate revoked, unless otherwise stipulated by the Law on Tax Administration.

Accordingly, businesses can proceed with business dissolution procedures in two main forms:

– Voluntary dissolution;

– Compulsory dissolution (Revocation of Business Registration Certificate)

3. Conditions for dissolution of the enterprise

Enterprises are only allowed to dissolve when they meet all of the following conditions:

– Guarantee that all debts and other property obligations have been paid;

– Not in the process of resolving disputes at the People’s Court or Arbitration.

The relevant manager and the enterprise whose Enterprise Registration Certificate is revoked will be jointly responsible for the enterprise’s debts.

4. What is the process for dissolving a business?

The process and procedures for dissolution of enterprises are carried out as follows:

4.1 Enterprise dissolution documents

– Notice of dissolution of the enterprise

– Resolutions/decisions and meeting minutes of the Board of Members in limited liability companies with 2 or more members, partnerships, and the General Meeting of Shareholders of joint stock companies; Resolution/decision of the owner of the single-member limited liability company on dissolution of the enterprise;

– Plan to resolve debt (if any).

Place to submit application

After fully preparing the above documents, the enterprise submits the application to the Business Registration Office – Department of Planning & Investment where the enterprise is headquartered.

4.2 Order and procedures for dissolving an enterprise

* In cases where the enterprise voluntarily dissolves

Step 1: Adopt a decision/resolution on dissolution of the enterprise and proceed with asset liquidation;

Step 2: Announce the dissolution of the enterprise;

The resolution/decision to dissolve the enterprise and the meeting minutes must be sent to the business registration authority, tax authority and employees of the enterprise within 07 days from the date of approval.

Step 3: Liquidate business assets, pay all business debts;

Step 4: Submit the enterprise dissolution dossier.

The enterprise sends the enterprise dissolution dossier to the Business Registration Authority within 05 working days from the date all debts have been paid.

* In case of compulsory dissolution of the enterprise

Step 1: The business registration agency revokes the Business Registration Certificate;

Step 2: The enterprise will convene a meeting to decide on dissolution

Within 10 days from the date of receiving the decision to revoke the Certificate of Enterprise Registration or the decision of the People’s Court with legal effect, the enterprise will have to convene a meeting.

Step 3: Liquidate business assets, pay all business debts;

Step 4: Submit the enterprise dissolution dossier

Within 05 working days from the date all debts have been paid, the enterprise needs to send the enterprise dissolution documents to the Business Registration Authority.

Processing fee

Exemption from enterprise dissolution fees according to regulations in Circular 47/2019/TT-BTC.

5. How long does it take to dissolve a business?

According to Article 70 of Decree 01/2021/ND-CP stipulating the order and procedures for dissolution of enterprises as follows:

Step 1: Within 07 working days from the date of approval of the dissolution resolution/decision, the enterprise needs to send a notice of dissolution to the Business Registration Office where the enterprise is headquartered. main. Accompanying the notice must be the following documents:

– Resolutions/decisions and meeting minutes of the Board of Members in limited liability companies with 2 or more members, partnerships, and the General Meeting of Shareholders of joint stock companies; Resolution/decision of the owner of the single-member limited liability company on dissolution of the enterprise;

– Plan to resolve debt (if any).

Step 2: Within 01 working day from the date the enterprise receives notice of dissolution, the Business Registration Office will have to post the above documents and notify the enterprise’s status as operating. dissolution procedures on the National Information Portal on Business Registration, and at the same time change the legal status in the National Database on Business Registration to the status of being in process of dissolution procedures and need to send information to The dissolution of the enterprise goes to the Tax Authority. Enterprises will fulfill their tax obligations to the Tax Authority according to the provisions of the Law on Tax Administration.

Step 3: Within 05 working days from the date all debts have been paid, the enterprise needs to send the enterprise dissolution application to the Business Registration Office where the enterprise is headquartered. .

Note: Before submitting the enterprise dissolution application, the enterprise must carry out procedures to terminate the operation of its branch, representative office or business location at the Business Registration Office where the branch is located. branches, representative offices and business locations.

Step 4: After receiving the application for dissolution of the enterprise, the Business Registration Office will send information about the dissolution of the enterprise to the Tax Authority. Within 02 working days from the date of receiving information from the Business Registration Office, the Tax Authority will send comments on the completion of the enterprise’s tax payment obligations to the Business Registration Office.

Step 5: Within 05 working days from the date of receiving the enterprise dissolution registration dossier, the Business Registration Office will change the enterprise’s legal status in the National Database on Enterprise Registration to Dissolve if you do not receive a refusal from the Tax Authority, and at the same time will issue a notice of dissolution of the enterprise.

In case after 180 days from the date the Business Registration Office received the notice attached with the resolution/decision to dissolve the enterprise, the Business Registration Office has not received the enterprise’s dissolution registration dossier and With written objections from relevant parties, the Business Registration Office will change the enterprise’s legal status on the National Database on Enterprise Registration to dissolved, and send information about the Dissolve the enterprise to the Tax Authority, and at the same time issue a notice of dissolution of that enterprise within 03 working days from the end of the above period.

Note: For businesses using seals issued by the police agency, the business must be responsible for returning the seal and Certificate of seal sample registration to the police agency according to regulations when carrying out the procedure. dissolution procedure.

Thus, depending on the speed of implementation, the dissolution time of the enterprise can last from about 2 – 3 months in cases where the enterprise is not subject to tax finalization when dissolving the enterprise, and 4 – 6 months if the enterprise is subject to tax finalization when dissolving the enterprise.

6. Frequently asked questions about business dissolution

6.1 If a company has just been established and has been operating for 1 year, can it go through dissolution procedures?

Have. There is no limit to the period of operation before the enterprise dissolves, accordingly, the enterprise has the right to decide on dissolution, but must ensure the condition that all debts must be paid. other property obligations and is not in the process of resolving disputes at Court or Arbitration.

6.2 If there is a decision to dissolve the enterprise, will the enterprise continue to perform the contracts that have been signed?

No, even if a decision has been made to dissolve the enterprise, the enterprise will still be strictly prohibited from terminating the performance of contracts that were previously in effect.

6.3 Failure to carry out dissolution procedures when the enterprise expires at the end of its operating term as stated in the Charter, how much is the fine?

If the enterprise has expired its operating period as stated in the Charter and there is no decision to extend it without carrying out procedures for dissolution of the enterprise, a fine of 20,000,000 VND – 30,000,000 VND will be imposed.

6.4 Who is responsible for the accuracy of the enterprise dissolution documents?

Members of the Board of Members of the LLC, the company owner, and the legal representative will be responsible for the truthfulness and accuracy of the enterprise dissolution dossier.

6.5 When dissolving an enterprise, is it necessary to return the seal?

When the enterprise is dissolved, there is no need to submit the seal to the business registration agency – Department of Planning & Investment.

Below is how long it takes to dissolve a business according to VIET MY LAW AND ACCOUNTING. If you have difficulty in the process of dissolving your business or other related issues, please contact us – a reputable and professional unit in this field.