The steps to dissolve a business are one of the procedures prescribed in the Enterprise Law 2020 for businesses to withdraw from the market. Dissolving a company will create many problems in the relationship not only between members of the company but also between the company and its employees, partners and government agencies. Therefore, it is extremely important for the dissolution process to take place quickly and effectively.

1. Cases of enterprise dissolution

Company dissolution is no longer a strange concept to us. If the company does not operate effectively, the company may be proactively dissolved or forced to dissolve according to the provisions of law. At this time, the company must carry out dissolution procedures at the business registration office and tax office. Cases of dissolution include:

• The Company’s statutory operating term has expired without a decision to extend it further.
• According to the subjective decisions of the company including: Resolution/decision of the owner of a private company, the owner of a one-member limited liability company, the general meeting of shareholders of a public limited liability company , partnerships and Board of Directors of limited liability companies with two or more members.
• In case the business registration book extract is withdrawn from the company according to the provisions of law or there is a Court judgment forcing the company to dissolve.
• Not meeting the minimum number of members for 6 consecutive months without going through procedures to change companies.

2. Conditions for dissolution of the enterprise

• The company must carry out procedures to terminate the operations of branches, representative offices, and sales departments at the registration agency where the branch, representative office, or sales department is located before registering for dissolution.
• A company will only be dissolved if it has guaranteed payment of all debts and other financial obligations and is not in the process of resolving disputes in court or arbitration.
• In case the company uses a seal issued by the police, when dissolved the company is responsible for returning the seal and seal sample registration certificate to the police according to regulations.

3. Company dissolution documents

A set of business dissolution documents will include the following documents:

• Notice of dissolution of the company.
• Sample report on liquidation of company assets. List of creditors and debts payable (including taxes and social insurance payments) and employees (if any) after issuing a resolution to dissolve the company.
• Seal certificate and seal sample (if any). Certificate of business registration.
• Certificate of completion of dissolution procedures from the tax authority (notice of completion of dissolution procedures from the tax authority). Decision of the company owner for a one-member limited liability company or a valid copy of the meeting minutes of the board of members of a 2-member limited liability company; Through the general meeting of shareholders for joint stock companies, dissolution of the company with tax authorities in case of partnerships.

4. Steps to dissolve businesses in 2024

Nowadays, the simplification of administrative procedures has made starting a business very easy. At the same time, businesses can submit documents through many forms such as sending directly, sending by post or sending online. Therefore, many companies have been born recently and the number of companies applying for dissolution is increasing compared to before. Enterprises need to pay attention to the steps to dissolve the enterprise to avoid errors.

4.1 Steps to dissolve a business in case of voluntary dissolution

Step 1: Proceed through the decision to dissolve the enterprise

Dissolution of the company requires the consent of the company members on the reason for dissolution. Term, procedures for contract termination and debt repayment. Plan for handling debts arising from labor contracts and establishing a real estate liquidation team.

Resolutions and resolutions on the dissolution of the company basically need to include: 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. Name and signature of the business owner, company owner, chairman of the board of members, chairman of the board of directors.

Step 2: Make a public announcement of the dissolution decision

The company must notify the company registration authority, tax authority and employees about the dissolution of the company within 07 days from the date of approval of the dissolution decision.

If the company continues to have unpaid financial debts, there must be a resolution with a debt settlement plan for creditors and people with related rights and obligations.

Note: The notice must contain the name and address of the creditor. amount, term, place and method of repayment; Methods and deadlines for resolving creditors’ requests.

Step 3: Liquidate assets and pay debts

Unless the company’s Articles of Incorporation provide for the establishment of a separate liquidator, the company’s owners must directly liquidate the company’s assets.

The company’s debts are paid in the following order:

• Late payment of salary, severance pay, social insurance, health insurance, unemployment insurance and other benefits of employees according to the signed legal collective labor agreement and labor contract under provisions of law.
• Tax obligations.
• Other loans.

After paying liquidation costs and debts, the remaining amount will be divided to shareholders according to the ratio of capital contribution and shares.

Step 4: Submit tax confirmation documents

In case the company does not carry out import and export activities at the time of dissolution, an official dispatch requesting confirmation from the customs authority must be sent to the General Department of Customs to confirm the company’s tax payment after dissolution. karma

Within 10-15 days, Customs will notify you about the status of the company’s customs documents.

Step 5: Submit application for tax code closure directly to the tax authority

Submit company dissolution documents to the tax authority (attached with notarized copies of Business Registration Certificate and Tax Registration Certificate).

• Send an official letter requesting tax procedures.
• Pay any outstanding taxes.
• Pay fine (if any).

The tax authority will issue a tax inspection record based on the enterprise’s “tax payment profile” and transmit data to the Department of Planning and Investment so that the enterprise can continue to finalize tax laws and carry out procedures to dissolve the company in Vietnam. Male. Ministry of Planning and Investment.

Step 6: Submit a request to dissolve the company

Within 5 days from the date of payment of all debts, the company must submit the application for registration or dissolution of the company to the Company Registration Authority.

Dissolution documents include:

Notice of Dissolution of the Company.
Report on liquidation of company assets.

List of creditors and paid debts, including tax debt and social insurance, health insurance, and unemployment insurance payments of employees (if any) after the decision to dissolve the enterprise .

Step 7: Update your company’s legal status in the National Business Registration database

The company registration authority must update the legal status of companies in the National Company Registration Database before the following deadlines: Within 5 days from the date of receipt of the company dissolution dossier .

If the company does not submit liquidation documents, the company’s legal status will be renewed after 180 days from the date of receipt of notice of dissolution of the company. No statements regarding the liquidation or any response to the liquidation of the company will be received from the company.

Notify relevant parties in writing.

4.2 Steps to dissolve an enterprise in case the enterprise has its Business Registration Certificate revoked

Step 1: The business registration agency reports the status of the company to proceed with dissolution procedures

The business registration agency notifies the National Business Registration Portal about the status of the enterprise undergoing dissolution procedures, and at the same time issues a decision to revoke the Certificate of Business Registration or issue a decision to clarify events. Court violence.

Step 2: The company convenes a meeting to decide on dissolution

Within 10 days from the date of receiving the decision to revoke the Company Registration Certificate or the legally effective decision of the Court, the company must convene a meeting to decide on dissolution.

Copies of the dissolution decision and the decision to cancel business registration or the final decision of the court must be sent to the business registration agency, tax agency and the company’s employees.

In case the company cannot fulfill its financial obligations, the dissolution resolution must be accompanied by a debt settlement plan for creditors and people with related rights and obligations.

Step 3: Liquidate assets and pay debts

The procedures are similar to voluntary dissolution.

Step 4: Submit your breakup request

Confirm customs duties
Closing the tax code
Submit dissolution documents to the Business Registration Office

Step 5: Update your company’s legal status in the National Business Registration database

5. Debts that must be paid upon dissolution of the enterprise

A company wishing to liquidate must ensure that its debts are paid in full. If the company is unable to pay its debts, it must proceed with bankruptcy proceedings. The company’s debts are paid in the following order:

• Wages owed to employees, severance pay, social insurance, health insurance, unemployment insurance and other employee benefits within the framework of collective agreements and labor contracts signed under provisions of law.
• Tax obligations.
• Other loans.

After liquidation costs and debts are paid, the remainder is distributed to private company owners, members, shareholders or company owners in proportion to their capital contribution or shareholding.

6. Frequently asked questions about steps to dissolve a business

6.1 Does a business have to return a stamp upon dissolution?

In case the company uses a seal issued by the police, the company is obliged to return the seal and seal sample registration certificate to the police and issue a certificate of seal revocation. In this case, the seal and seal specimen certificate in documents related to the dissolution of the company will be replaced by a seal cancellation certificate.

6.2 Will the company’s license be revoked when dissolved?

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

6.3 Is the dissolution time long?

Dissolving a company is time-consuming because it involves many procedures with different authorities. Tax authority accounting is often the most complicated step and can take years to complete if you are not familiar with the process.

6.4 After the company is dissolved, does the business owner still have any responsibilities?

Member of the Board of Directors of a public company, member of the Board of Directors of a limited liability company, company owner, owner of a private company, Director or General Director, general partner, The company’s legal representative must prepare the company’s liquidation documents and be responsible for the honesty and accuracy.

6.5 During the dissolution procedure, does the company have to pay license tax?

After the company notifies the dissolution decision to the business registration agency and tax agency, the company no longer has to pay registration fees and license tax.

It is very useful for readers to learn about legal regulations such as regulations on company dissolution. Related topics were also discussed earlier in the article.

Above is the entire content of VIETNAMESE LAW AND ACCOUNTING on the order and procedures for company dissolution and is sent to readers for reference. If you still have questions that need to be answered after reading this article, please contact us for detailed advice!