Under the Law on Enterprises of Vietnam, a company facing difficulties may file a request for suspension in a certain period of time. If its business activities cannot be resumed afterward, it must be sold to another owner or subject to dissolution.
Where there is no choice but to dissolve the company, the owners must also experience many complicated administrative procedures along with the language barrier. Understanding such concerns, ALB & Partners Law Firm is ready to assist Clients with this kind of service in a quick and cost-effective manner.
I. CASES & CONDITIONS FOR COMPANY DISSOLUTION IN VIETNAM
- Cases of company dissolution
According to Article 207 of the Law on Enterprises 2020, a company can be dissolved in the following cases:
- The operating period specified in the company’s charter expires without an extension decision;
- The enterprise is dissolved under a resolution or decision of the owner (for sole proprietorships), the Board of Partners (for partnerships), the Board of Members and the owner (for limited liability companies) or the GMS (for joint stock companies);
- The enterprise fails to maintain the adequate number of members prescribed in this Law for 06 consecutive months without converting into another type of business;
- The Certificate of Enterprise Registration is revoked, unless otherwise prescribed by the Law on Tax administration.
2. Conditions for company dissolution
A company shall only be dissolved if:
- All of its debts and liabilities can be settled; and
- The company is not involved in any dispute at a court or arbitral tribunal.
II. NOTIFICATION FOR COMPANY DISSOLUTION
Step 1: Termination of investment projects (Applicable to companies required an Investment Registration Certificate)
Within 15 days upon obtaining approval, a dossier must be drafted and submitted to DPI, including:
- A decision of the Company’s Owner on termination of investment projects;
- A written notification of termination of investment projects;
- An Investment Registration Certificate (IRC);
- A power of attorney (if any).
Step 2: Notification for company dissolution
Within 07 working days from the approval date, the decision on dissolution and minutes of meetings must be sent to:
- The business registration authority;
- Tax authority;
- Company’s employees;
The decision on dissolution shall be posted on National Business Registration Portal, the company’s headquarters, branches, and representative offices.
Step 3: Procedures for fulfillment of tax liability (Notification for tax code closure) at the tax authority
The application includes:
- A written request for confirmation of fulfillment of tax obligations regarding to import/export operation at the General Department of Customs (if companies have imports/exports activities);
- An application for closure of the company tax code;
- A written request for confirmation of tax obligations fulfillment;
- A written request for tax finalization;
- A written notification of company dissolution;
- A decision on company dissolution;
- A power of attorney (if any).
Place of submission: The tax authority where the company is located.
Completion time: about 45 working days upon receipt of a valid dossier
Step 4: Dissolution registration, return of Enterprise Registration Certificate
Documents required:
- A written notification of company dissolution;
- A report on liquidation of company’s assets;
- A list of creditors and paid debts, including tax and social insurance debts (if any);
- A list of employees after company dissolution;
- A stamp and its certificate (if any);
- An enterprise registration certificate;
- A power of attorney (if any).
Place of submission: Business registration authority.
Completion time: About 180 days as of receipt of dissolution decision in Step 2.
Note: If a company was established before 01 July 2015, whose stamp was issued by the Police Authority, it must be returned to the Police. This procedure is not required for a company established after that above-mentioned time.
Should you need further assistance in this company dissolution service, feel free to contact ALB & Partners Law Firm via email: [email protected] or phone: +84 907008722.
