What are the steps to dissolve private enterprise? When filing for dissolution, what should you keep in mind? Many private companies that no longer need to do business or are no longer able to continue operating require the option to completely withdraw from the market. In addition, even private companies can be required to temporarily suspend operations through dissolution procedures when applicable to cases prescribed by law. Within the framework of this article, Viet My provides readers with useful information about the order and procedures for dissolution of private companies.

1. Cases of dissolution of private enterprises in 2024

According to the provisions of Article 207 of the Enterprise Law 2020, a private company can be liquidated if:

First, after the decision of private entrepreneurs.

In this case, the decision to dissolve was born out of necessity, self-awareness and voluntariness of the private company owner. There are opinions that the dissolution is due to a difficult, unstable business situation, continuous losses… and becoming unsustainable. However, private company owners must choose to liquidate their company by issuing a dissolution decision.

Second, the Business Registration Certificate will be revoked unless otherwise specified by the Tax Administration Law.

Private enterprises may be subject to mandatory dissolution in addition to voluntary dissolution. Cancellation of the company registration certificate is stipulated in Article 212 of the Enterprise Law 2020. Revoking the business registration certificate means that the state no longer recognizes the legal status of that enterprise.

2. Conditions for dissolution of private enterprises

Regulations on dissolution of private companies not only create a legal basis for terminating the existence of private companies but also protect the rights of related parties, especially creditors and employees. in case a private company goes bankrupt. Therefore, it is necessary to clearly stipulate dissolution conditions for private enterprises. Therefore, a private company that wants to be liquidated must meet the conditions specified in Article 207 of the Company Law. Specifically in 2020: A private company can only be dissolved if it guarantees payment of all debts. It does not apply during dispute resolution in court or arbitration.

3. Documents for dissolution of private enterprises

Elements of company liquidation documents according to Article 201 and Article 210 of the Enterprise Law 2020 include:

• Written notice of dissolution of private enterprise;
• Resolutions and decisions on dissolution of private enterprises;
• Van report on liquidation of company assets.
• List of creditors and liquidated debts. This includes payment of all tax obligations and payment of social insurance, health insurance and unemployment insurance of employees after deciding to dissolve the company (if any).

4. Steps to dissolve private enterprises in 2024

If you want to dissolve a private enterprise, you must follow the steps to dissolve a private enterprise specified in Article 208 of the Enterprise Law 2020. Articles 70 and 71 of Decree No. 01/2021/ND-CP on business registration. Appendix II of Circular 01/2021/TT-BKHDT on instructions for business registration. Clause 2, Article 5, Circular 47/2019/TT-BTC regulates the collection rates, methods of collection, payment, management and use of business information fees and business registration fees.

4.1 Steps to dissolve a private enterprise in the case of resolution or decision of the private enterprise owner

The dissolution of a private company in this case must comply with the provisions of Article 70 of Decree No. 01/2021/ND-CP on business registration

Step 1: Register to dissolve the company with the business registration office

Within 07 working days from the date of passing the resolution or decision on dissolution, the company must send a notice of dissolution to the Commercial Registration Authority where the company’s head office is located.

Step 2: Pay off all debts

Step 3: Carry out procedures to temporarily suspend the business of the company’s branches, representative offices, and sales departments at the registration agency where the branch, representative office, or sales department is located.

Step 4: Submit dissolution documents to the business registration office.

• Within 05 working days from the date of payment of all debts of the private enterprise, the private enterprise must send a request for dissolution of the company to the registration agency with its head office.
• After receiving the company liquidation dossier, the Business Registration Office will send company liquidation information to the tax authority.
• Within 02 working days from the date of receiving information from the Commercial Licensing Department, the tax authority will send comments to the Commercial Licensing Department on the implementation of the enterprise’s tax obligations.
• If the application for registration or dissolution of the company is not received within 05 working days from the date of receipt of the application for registration or dissolution of the company, the Commercial Registration Office will change the legal status of the company. in the National Database on Business Registration. The registration database moves to “dissolved” status. Notice of dissolution of the company and refusal to pay taxes by the authorities.

Note: After 180 days from the date the General Office receives the notice with the resolution and decision to dissolve the company, the General Office will no longer accept the company dissolution documents. Upon written objections from relevant parties, the Registrar will change the company’s legal status in the National Database on Company Registration to dissolved status, sending information about the dissolution of the company to the tax authority, and at the same time issue a dissolution decision. notice. It will be dissolved within 3 working days after the end of the above period.

4.2 Steps to dissolve a private enterprise in case of revocation of the Business Registration Certificate or by decision of the Court

In case of revocation of the Company Registration Certificate or according to the Court’s decision, the company dissolution registration must be carried out according to the steps for enterprise dissolution specified in Article 71 of Decree No. 01/2021/ ND-CP.

Step 1: Upload the document deciding to dissolve the company.

Within 01 working day from the date of issuance of the decision to revoke the Certificate of Business Registration or from the date of receipt of the legally effective judgment of the Court, the Business Registration Authority shall announce the decision. and record the business status during implementation. dissolved in the National Business Register. The portal changes the company’s status in the National Companies Register database to “in liquidation” and sends information about the company’s liquidation to the tax authorities.

Step 2: The private enterprise pays off the company’s debt

Step 3: Submit application for dissolution of the enterprise

Within five working days from the date of payment of the company’s debts, the owner of the private company sends the application for registration or dissolution of the company to the registration agency where the company’s head office is located. .

Documents, order, and procedures for registering company dissolution must correspond to Step 4 of the Private Company Dissolution Procedures in case the company owner issues a resolution or decision.

Note: After 180 days from the date the Commercial Registry determines the liquidation status of the company on the National Company Registration Portal, the Companies Registry does not receive any application for judgment. any. In case the company and related parties have a written objection, the Business Registration Authority will change the company’s legal status in the National Business Registration Database to the dissolved state, and at the same time send Company dissolution information to the tax authority, and a time report will be issued. Please submit your company dissolution notice within 3 working days from the expiration date above.

5. Issues that businesses need to pay attention to when dissolving a business

First, when registering or dissolving a private enterprise, the registration agency must first carry out procedures to terminate the operations of branches, representative offices, and sales departments. Located where branches, representative offices, and sales offices are located.

Second, the private company guarantees payment of all debts and other property obligations and can only be liquidated if it is not in the process of resolving a dispute through court or arbitration.

Third, the company using a seal issued by the police agency is obliged to return the seal and seal sample registration certificate to the police agency according to regulations when dissolving the company.

Fourth, the owner of a private company must directly organize the liquidation of the company’s assets, unless the company charter stipulates the establishment of a separate liquidation agency.

Fifth, the liquidation decision must contain the following main points: Name and address of the company’s headquarters; reason for dissolution. Term, procedures for terminating the contract and resolving the company’s debts. Plan to resolve obligations arising from labor contracts. Full name and signature of the private enterprise owner.

Sixth, the dissolution decision must be sent to the registration authority, tax authority and employees of the company within seven working days from the date of approval. The dissolution resolution and dissolution decision must be posted on the National Business Registration Portal and publicly posted at the company’s headquarters, branches, and representative offices.

In case the company has unpaid financial debts, the company shall attach a dissolution resolution and debt settlement plan to creditors, people with related rights, obligations and interests. The debt consolidation plan must include the names and addresses of creditors. amount, term, place and method of repayment; Method and time limit for redressal of creditors’ claims (Section 208(3) of the Companies Act 2020).

Seventh, according to Article 208, Clause 5 of the Law on Enterprises 2020, the company’s debts will be paid in the following order of priority:
Delay in payment of wages, pension benefits, social insurance, health insurance, unemployment insurance and other benefits of employees within the framework of the collective labor agreement and labor contract signed under provisions of law. Tax obligations. Other loans.

Eighth, the legal representative of the company must submit the company liquidation documents to the Company Registration Authority within five working days from the date of payment of all debts of the company.

Ninth, 180 days have passed since the date of receipt of the resolution or decision on dissolution according to Article 208 of the Enterprise Law 2020 and no document has been received from the Company regarding dissolution or objections from related parties. or within five days ; not updated to Working date of receipt of dissolution dossier by business registration agency legal status of the enterprise in the national database on business registration.

6. Frequently asked questions about steps to dissolve private enterprises

6.1 Can a business that has not paid all its debts be dissolved?

The answer is no. A company guarantees payment of all debts and other financial obligations and can only be liquidated if it is not in the process of dispute resolution in court or by an arbitration panel (Company Law 2020). Regardless of whether the dissolution is voluntary or mandatory, the company must ensure that debts and other financial obligations are settled.

6.2 When dissolving a business, do we have to settle taxes?

Before a company submits dissolution documents to the Commercial and Licensing Office, the company must complete tax procedures and close the company’s tax code.

6.3 At what agencies are procedures for enterprise dissolution carried out?

• Customs agency: Certificate of customs tax payment (applicable to all businesses).
• Tax authority: Finalize and close taxpayer code.
• Insurance agency: Closing the employee’s social insurance book.
• Business registration office: Please return the business registration certificate.

6.4 After dissolution of an enterprise, can a new enterprise be established?

After the legal dissolution of the company/corporation, the company’s members, shareholders and legal representatives have full rights to establish a new company without restriction.

6.5 Will an enterprise’s license be revoked upon dissolution?

After updating the current workflow, the Chamber of Commerce/Taxation no longer revokes business licenses when a trade is dissolved.

Above are basic instructions on the steps to dissolve a private enterprise to help individuals easily carry out the procedure for dissolving a private enterprise. If you have any questions related to this issue, please call the hotline of VIET MY LAW AND ACCOUNTING for the fastest support.