Process to Company Dissolution Procedures in Vietnam

Sometime company dissolution is not wrong decision. When facing the difficulty due to the economic conditions and company is still not in the strong status to operate, the decision to dissolve is a good idea.

Enterprise dissolution procedure seems simple but actually not easy. Dragon Law Firm provides legal advice services on company dissolution with the cheapest cost. By counsels with high experience will give Client the best legal services. For further information, please contact us at hotline number 1900.599.979.

Under the Law on Enterprise 2014, Dragon Law would like to offer to Clients the following steps on company dissolution. Clients can consider about the procedure which they have to deal with the competent agencies in Vietnam such as business registration office, tax office, labor office …

Step 1: Dissolution Process in Company

1. Under Article 202 of Law on Enterprise 2014, Company has to ratify the dissolution decision. The decision on dissolution must contain:

a. The enterprise’s name and headquarter address;

b. Reasons for dissolution;

c. Procedures for finalizing contracts and settling debts of the enterprise; the deadline for settling debts and finalizing contracts must not exceed 06 months from the day on which the decision on dissolution is ratified;

d. Plans for settlement of obligations derived from employment contracts;

e. Full name and signature of the enterprise's legal representative.

2. Sole proprietorship’s owner, the Board of members, owner, or the Board of Directors shall directly organize the enterprise’s asset liquidation, unless a separate liquidation organization must be established according to the company’s charter.

3. Within 07 working days from the approval date, the decision on dissolution meeting minutes must be sent to the business registration authority, tax authority, and employees of the enterprise; the decision on dissolution shall be posted on National Business Registration Portal, the enterprise’s headquarter, branches, and representative offices.

If there are unsettled financial obligations, the decision on dissolution shall be enclosed with the debt settlement plan and sent to the creditors, people with relevant rights, obligations, and interests. The plan must contain the creditors’ names and addresses; the amount of debts, deadline, location, and method of payment; method and deadline for settlement of creditors’ complaints.

Step 2: Dissolution Procedure in Tax Authority

First, enterprises apply for tax code closure announcement at the Tax Department under the regulated time. The application to the Tax Departments include:

1. Dissolution notice

2. Minutes of Meeting of the Board of Members; General Meeting of Board of Directors about the dissolution of the enterprise

3. Dissolution decision of the company owner; Board of Members/General Meeting of Board of Directors

4. Closure confirmation on company customs code at the General Department of Vietnam Customs

5. Written application for closure the company tax code

6. Copy of a notarized certificate of business registration

Step 3: Dissolution Procedure on Company Seal

After completion of enterprise dissolution procedure at the Tax Department, the Company will received the tax code closure announcement. If the company, has its seal, need to conduct legal procedures of seal return at Police Department of Administration and Social Order - Municipal Public Security where enterprises are granted the business registration certificate.

The necessary documents for seal return:

1. Written application of seal return

2. The original seal registration license

3. Enterprise seal

4. Valid copy of business registration license

5. Introduction letter (in the case of legal representative of the company cannot directly return the seal).

In the above case, the seal and seal certificate in business dissolution profile were replaced by certificates of seal withdrawal.

Step 4: Dissolution Procedure at Business Registration Office

After receiving the certificate of seal withdrawal, the Company shall submit complete documents at Business Registration Office where the Company is granted the business registration certificate, including:

1. Notice of dissolution

2. Minutes of Meeting of the Board of Members; General Meeting of Board of Directors about the dissolution of the enterprise

3. Dissolution decision of the company owner; Board of Members/General Meeting of Board of Directors

4. Minutes of asset liquidation and all debt settlement

5. Dispatch on bank account closure or commit not to open the company bank account

6. 03 papers with content in consecutive months to announce on company dissolution

7. Closure announcement on the company tax code (original or valid copy)

8. Seal withdrawal certificate (original or valid copy)

10. Original certificate of business registration

11. Authorized letter or introduction letter

The Business Registration Office shall announce the result of company dissolution application after 07 days from the date of full document receipt.

Any more information please contact us at:

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Dragon Law Firm - Hotline: 1900.599.979

Website: www.vanphongluatsu.com.vn - www.dragonlaw.vn

Email: dragonlawfirm@gmail.com

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