Common problems with dissolution

Currently, company dissolution has many different purposes, especially businesses with risks of state budget debt, especially tax debt. To facilitate dissolution, it is necessary to review the legal and regulatory requirements. Finances carefully and handled before letting the authorities check

How to dissolve a company

Profile components
Profile components, including:

Notice of enterprise dissolution (Appendix II-24, Circular No. 02/2019/TT-BKHĐT);
Report on liquidation of enterprise assets; list of creditors and paid debts, including payment of all tax debts and social insurance debts, employees after the decision to dissolve the enterprise (if any);
Decision of the company owner for a single-member limited liability company; Decision and valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the General Meeting of Shareholders for a joint stock company, of the partners for a partnership company on the dissolution of the enterprise;
Seal and certificate of seal sample (if any) or certificate of seal withdrawal;
Certificate of business registration;
For enterprises granted an Investment License, Investment Certificate or other documents of equivalent legal value, in addition to the above documents, the enterprise must submit: A valid copy of the Investment Certificate; A valid copy of the Tax Registration Certificate; A request to supplement and update business registration information as prescribed in Appendix II-18 of Circular No. 02/2019/TT-BKHĐT.

Implementation procedures:

· The enterprise terminates the operation of branches, representative offices, and business locations (Clause 1, Article 59 of Decree No. 78/2015/ND-CP).

· Approval of the decision to dissolve the enterprise.

· The owner of a private enterprise, the Board of Members or the owner of the company, or the Board of Directors shall directly organize the liquidation of the enterprise’s assets, except in cases where the Company Charter stipulates the establishment of a separate liquidation organization

· Within 07 working days from the date of approval, the dissolution decision and meeting minutes must be sent to the Business Registration Authority, the tax authority, and employees of the enterprise, the dissolution decision must be posted on the National Business Registration Information Portal, and must be publicly posted at the head office, branches, and representative offices of the enterprise

· In case the enterprise still has unpaid financial obligations, it must send along with the dissolution decision a debt settlement plan to the creditors, persons with related rights and obligations. The notice must include the name and address of the creditor; the amount of debt, the time limit, location, and method of payment of that debt; method and time limit for resolving creditors’ complaints

· The business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Information Portal immediately after receiving the enterprise’s dissolution decision. The notice must be accompanied by a posting of the dissolution decision and debt settlement plan (if any)

· The legal representative of the enterprise shall submit a dissolution request to the business registration authority within 05 working days from the date of full payment of all debts of the enterprise

· After 180 days from the date of receipt of the dissolution decision under Clause 3 of this Article without receiving any comments on the dissolution from the enterprise or written objections from related parties or within 05 working days from the date of receipt of the dissolution dossier, the business registration authority shall update the legal status of the enterprise on the National Database on Business Registration.

· For enterprises using seals issued by the police agency, the enterprise is responsible for returning the seal and the Certificate of Seal Sample Registration to the police agency to be issued a certificate of seal revocation.

Implementation method: The legal representative of the enterprise directly submits the application to the Business Registration Office where the enterprise has its head office or submits the application for business registration online.

How to close a representative office

Temporary suspension of business
Notification of temporary suspension of business of representative office

1. Implementation procedure:

The enterprise shall send a notice to the Business Registration Office where the enterprise has registered its representative office at least 15 days before the temporary suspension of business.

The Business Registration Office shall issue a Receipt of the dossier to the enterprise after receiving the notice of temporary suspension of business of the representative office. Within 03 working days from the date of receiving valid dossiers, the Business Registration Office shall issue a Certificate of confirmation of the representative office’s registration of temporary suspension of business.

2. Implementation method: The enterprise founder or authorized representative shall submit a complete business registration dossier as prescribed at the Business Registration Office where the representative office is located or submit the business registration dossier online.

3. Components of the dossier, including:

Notice of temporary suspension of business/continuation of business before the notified deadline of the enterprise/branch/representative office/business location (Appendix II-21, Circular No. 02/2019/TT-BKHĐT);
For enterprises granted Investment License, Investment Certificate or documents of equivalent legal value, in addition to the above documents, the enterprise must submit: Valid copy of Investment Certificate; Valid copy of Tax Registration Certificate; Request for supplementing and updating business registration information as prescribed in Appendix II-18 Circular No. 02/2019/TT-BKHĐT.

4. Number of dossiers: 01 (set).

Resumption of operations
Notification of resumption of business before the notified deadline of the representative office

1. Implementation procedures

· The enterprise shall send the Notice to the Business Registration Office where the enterprise has registered its representative office at least 15 days before resuming business before the notified deadline.

· The Business Registration Office shall issue a Receipt of the dossier to the enterprise after receiving the enterprise’s notice of resumption of business before the notified deadline. Within 03 working days from the date of receiving valid dossiers, the Business Registration Office shall issue a Certificate of registration of resumption of business before the deadline/Certificate of registration of resumption of business before the deadline of the branch/representative office/business location.

2. Implementation method: The enterprise founder or authorized representative submits a complete business registration dossier as prescribed at the Business Registration Office where the representative office is located or submits the business registration dossier online.

3. Components of the dossier, including:

· Notice of temporary suspension of business/resumption of business before the notified deadline of the enterprise/branch/representative office/business location (Appendix II-21, Circular No. 02/2019/TT-BKHĐT);

· For enterprises granted an Investment License, Investment Certificate or other documents of equivalent legal value, in addition to the above documents, the enterprise must submit: A valid copy of the Investment Certificate; A valid copy of the Tax Registration Certificate; A request to supplement and update business registration information as prescribed in Appendix II-18 of Circular No. 02/2019/TT-BKHĐT.

4. Number of documents: 01 (set).

Prepare documents
The components of the dossier for termination of representative office operations include:

– Notice of termination of branch/representative office/business location operations (Appendix II-22, Circular No. 02/2019/TT-BKHĐT);

– The enterprise’s decision on termination of branch or representative office operations includes the decision of the enterprise owner for private enterprises, of the owner or Chairman of the Board of Members or Chairman of the company for single-member limited liability companies, of the Board of Members for limited liability companies with two or more members, of the Board of Directors for joint stock companies, of general partners for partnerships on termination of branch or representative office operations or the decision to revoke the Certificate of registration of branch or representative office operations by a competent state agency;

– List of creditors and unpaid debts, including tax debts of the branch and social insurance debts;

– List of employees and current corresponding benefits of employees;

– Certificate of registration of branch or representative office operations;

– Seal of the branch or representative office (if any).

– Application for supplementing and updating information on business registration as prescribed in Appendix II-19 of Circular No. 02/2019/TT-BKHĐT (in case the branch, representative office, business location under the enterprise is granted an Investment License, Investment Certificate or other documents of equivalent legal value);

– Valid copy of the Investment Certificate and valid copy of the Tax Registration Certificate of the branch (in case the business location under the branch is granted an Investment License, Investment Certificate or other documents of equivalent legal value).

Submission of documents
1. Implementation procedure:

· When terminating the operation of a branch, representative office, or business location, the enterprise shall send a Notice of termination of the operation of the branch/representative office/business location to the Business Registration Office where the branch/representative office/business location is located.

· The enterprise submits a complete application for termination of branch and representative office operations as prescribed at the Business Registration Office where the enterprise has its head office or submits the application for business registration online.

2. Number of applications: 01 (set).

3. Processing time: Within 05 (five) working days from the date of receipt of a complete and valid application.

Receive results
The Business Registration Office receives the notification, checks the validity of the application and changes the legal status of the branch, representative office, or business location in the National Database of Business Registration to the status of termination of operations; at the same time, issues a Notice of termination of operations of the branch/representative office/business location.

Legal documents
· Law on Enterprises of the National Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated November 26, 2014 (Law on Enterprises);

· Decree No. 78/2015/ND-CP dated September 14, 2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

. Decree No. 108/2018/ND-CP dated August 23, 2018 of the Government amending and supplementing a number of Articles of Decree No. 78/2015/ND-CP dated September 14, 2015 of the Government on enterprise registration;

· Circular No. 20/2015/TT-BKHĐT dated December 1, 2015 of the Ministry of Planning and Investment guiding on business registration (Circular No. 20/2015/TT-BKHĐT);

. Circular No. 02/2019/TT-BKHĐT dated January 8, 2019 of the Ministry of Planning and Investment Amending and supplementing a number of articles of Circular No. 20/2015/TT-BKHĐT dated December 1, 2015 of the Ministry of Planning and Investment guiding on business registration;

· Circular No. 176/2012/TT-BTC dated December 23, 2012 of the Ministry of Finance regulating the collection rates, collection, payment, management and use of fees for business registration, business household registration and fees for providing business information (Circular No. 176/2012/TT-BTC).

Solution

The company must have a clear dissolution plan, handle debts and risks before dissolution to avoid risks and fines. Contact us for more detailed discussion on the Company’s situation.

 

 

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