Enterprises wishing to dissolve or be dissolved must carry out dissolution procedures according to regulations. In particular, the enterprise will submit a set of enterprise dissolution dossier to the competent authority. In order for the dissolution of a business to take place quickly and without any difficulties, the business dissolution documents need to be accurate and complete.Let’s learn about this profile with Viet My through the article below.

1. Cases where the enterprise will be dissolved

Enterprises will be dissolved in the following cases:

– The operating term as stated in the company’s Charter ends without a decision to extend;

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

– The enterprise no longer has the minimum number of members as prescribed in the Enterprise Law 2020 for 6 consecutive months without carrying out procedures for converting the enterprise type;

– The Certificate of Business Registration (GCN) has been revoked, unless otherwise prescribed by the Law on Tax Administration 2019.

Accordingly, businesses carry out business dissolution procedures in two main forms:

+ Voluntary dissolution of enterprises;

+ Compulsory business dissolution (Revocation of Business Registration Certificate)

2. Conditions for dissolution of the enterprise

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

– Ensure payment of all debts and other property obligations;

– Not in the process of resolving disputes in Court or Arbitration.

The relevant manager and the business whose business registration certificate is revoked will jointly be responsible for the business’s debt.

3. What does the enterprise dissolution dossier include?

In Article 210 of the Enterprise Law 2020, it is stipulated that the enterprise dissolution dossier will include the following documents:

a) Notice of dissolution of the enterprise;

b) Report on liquidation of enterprise 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 the decision to dissolve the enterprise ( if any).

– Member of the Board of Directors of a joint stock company, member of the Board of Members of a limited liability company, company owner/private business owner, General Director or Director, company member The partnership or legal representative of the enterprise will be responsible for the truthfulness and accuracy of the enterprise dissolution dossier.

– In case the enterprise dissolution documents are inaccurate or fake, the above-mentioned people must be jointly responsible for paying for unresolved employee benefits, unpaid taxes, and outstanding debts. others that have not been paid and are personally responsible before the law for the consequences that will arise within 05 years from the date of submitting the enterprise dissolution dossier to the Business Registration Authority.

4. What are the processes and procedures for dissolution of a business?

The dissolution of an enterprise must be carried out according to the procedures prescribed by law. Accordingly, the steps to dissolve the enterprise are as follows:

4.1 Process for dissolving a business

Where to submit enterprise dissolution documents

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

Steps to dissolve a business

* In case of voluntary dissolution of the enterprise

Step 1: Approve the decision to dissolve the enterprise and organize 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, to the tax authority and to the enterprise’s employees within 07 days from the date of approval.

Step 3: Liquidate assets and pay all debts of the business;

Step 4: Submit the enterprise dissolution dossier.

Enterprises send their enterprise dissolution documents to the business registration agency within 05 working days from the date all debts have been paid.

* In case of compulsory enterprise dissolution

Step 1: The business registration agency will revoke the business registration certificate;

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

Within 10 days from the date the enterprise receives the decision to revoke the business registration certificate or the decision of the People’s Court takes legal effect, the enterprise must convene a meeting.

Step 3: Liquidate assets and pay all debts of the business;

Step 4: Submit the enterprise dissolution dossier

Within 05 working days from the date of payment of all debts, the enterprise sends the enterprise dissolution dossier to the Business Registration Authority.

4.2 Detailed procedures for enterprise dissolution

According to Article 70 of Decree 01/2021/ND-CP regulating the order and procedures for dissolution of enterprises for cases of dissolution at Points a, b, c, Clause 1, Article 207 of the Law on Enterprises 2020 as follows:

Step 1: Within 07 working days starting from the date of passing the dissolution resolution/decision, the enterprise sends a notice of enterprise dissolution to the Business Registration Office where the enterprise is headquartered. Attached to the dissolution notice must be the following documents:

a) Resolutions/decisions and meeting minutes of the Board of members of limited liability companies with two or more members and partnerships, and of the General Meeting of Shareholders of joint stock companies; Resolution/decision of the owner of the one-member LLC on dissolution of the enterprise;

b) Plan to resolve debt (if any).

Step 2: Within 01 working day from the date the agency receives notice of enterprise dissolution, the Business Registration Office will have to post all of the above documents and notify the status of the enterprise’s ongoing procedures. Dissolution procedures on the National Business Registration Portal, change the legal status of the enterprise in the National Database on Business Registration to the status of undergoing dissolution procedures and send the enterprise’s dissolution information to the Tax authorities. Enterprises fulfill their tax obligations to the Tax Authority according to the provisions of the Law on Tax Administration.

Step 3: Within a period of five working days from the date on which all debts of the enterprise have been paid, the enterprise sends a set of applications for dissolution to the business registration office where the enterprise is located.

Note: Before submitting the application for enterprise dissolution registration, the enterprise will have to carry out procedures to terminate the operations of its branch, representative office, and business location at the Business Registration Office where it is located. Set up branches, representative offices and business locations.

Step 4: After receiving the set of applications for dissolution of the enterprise, the Business Registration Department will send information about the registered enterprise to the Tax Agency. Within two working days from the date the tax agency receives information from the Business Registration Office, the tax agency shall send its opinion on the fulfillment of corporate tax 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 legal status of the enterprise in the National Database on enterprise registration to status of enterprise registration. have dissolved the enterprise if they do not receive a refusal from the Tax Authority, and at the same time must issue a notice of dissolution of the enterprise.

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

Note: For enterprises that are using the seal issued by the police agency, the enterprise is responsible for returning the seal, the GCN has registered the seal form to the police agency as prescribed when carrying out the dissolution procedure.

5. Frequently asked questions about enterprise dissolution documents

5.1 How much is the current fee to dissolve a business?

Enterprises that dissolve their enterprises are exempted from fees according to the provisions of Circular 47/2019/TT-BTC.

5.2 Is a dissolved enterprise required to post information in local newspapers?

In cases where the law requires publication in local newspapers, the resolution/decision on enterprise dissolution must be published in at least 01 print or electronic newspaper within 03 consecutive issues.

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

Pursuant to Article 210 of the Enterprise Law 2020, members of the Board of Members of a limited liability company, the company’s owner, and the legal representative will be responsible for the truthfulness and accuracy of the information. enterprise dissolution dossier.

5.4 Is the enterprise dissolved when there are no longer enough members?

The condition to be able to dissolve an enterprise according to the provisions of Point c, Clause 1, Article 207 of the Law on Enterprises 2020 is that the enterprise no longer meets the minimum number of members as prescribed for a period of 06 consecutive months without implementing the law. Show procedures for converting businesses.

5.5 Is it necessary to dissolve the enterprise at the end of the operating term stated in the Charter without further extension?

In case the operating period stated in the company’s Charter ends without continuing to extend, the business will be dissolved. If the deadline expires without dissolution, you will be fined from 20,000,000 VND to 30,000,000 VND.

Above is what the enterprise dissolution dossier includes in 2023? of Viet My. If you have difficulty in the process of dissolving your business or other related issues, contact VIET MY LAW AND ACCOUNTING.