Does a merged enterprise have its TIN deactivated in Vietnam?

Does a merged enterprise have its TIN deactivated in Vietnam?

Based on Clause 1 and Clause 2, Article 39 of the Law on Tax Administration 2019, the cases of TIN deactivation are stipulated as follows:

deactivation of TIN

1. Taxpayers registered alongside business registration, cooperative registration, or business operation registration shall deactivate the validity of the TIN in one of the following cases:

a) Business operation cessation or dissolution, bankruptcy;

b) Business registration certificate, cooperative registration certificate, or business operation registration certificate is revoked;

c) Being divided, merged, or consolidated.

2. Taxpayers directly registered with the tax authority shall deactivate the validity of the TIN in one of the following cases:

a) Business operation cessation, no longer incurring tax obligations for non-business organizations;

b) Business registration certificate or equivalent license is revoked;

c) Being divided, merged, or consolidated;

d) The tax authority issues a notice that the taxpayer is not operating at the registered address;

e) The individual is deceased, missing, or lacks civil act capacity as per legal regulations;

f) Foreign contractor upon the conclusion of the contract;

g) Contractors, investors participating in a petroleum contract upon the conclusion of the contract or the entire transfer of the rights in the petroleum contract.

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From the above regulation, it can be observed that if an enterprise is merged, it must execute the deactivation of the TIN as applied to both cases of business registration along with taxpayer registration and direct taxpayer registration with the tax authority.

Does a merged enterprise have its TIN deactivated in Vietnam? (Image from Internet)

What are the principles for TIN deactivation in Vietnam?

According to Clause 3, Article 39 of the Law on Tax Administration 2019, the principles for TIN deactivation are stipulated as follows:

- The TIN must not be used in economic transactions from the date the tax authority announces its deactivation;

- The TIN of an organization, once deactivated, must not be reused unless in cases stipulated at Article 40 of the Law on Tax Administration 2019.

- When the TIN of a business household, individual business is deactivated, the TIN of the representative of the business household remains valid and can be used for other tax obligations of that individual;

- When an enterprise, economic organization, other organization, and individual deactivates the validity of the TIN, they must simultaneously deactivate the validity of substitute TINs;

- If the taxpayer is the managing unit deactivating the TIN, subordinate units must also have their TINs deactivated.

What is the dossier for TIN deactivation for taxpayers registered alongside business registration in Vietnam?

Based on Clause 3, Article 14 of Circular 105/2020/TT-BTC, the regulations on the dossier for TIN deactivation are as follows:

Dossier for TIN deactivation

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2. Enterprises, cooperatives, and dependent units of enterprises and cooperatives, before submitting the dossier to deactivate business operations due to being divided, merged, or consolidated or deactivating operations of dependent units at business registration authorities, must submit the dossier to the direct managing tax authority to perform tax procedures and complete tax obligations within the time limit specified in the Law on Enterprises (for enterprises) and other relevant laws. If the Law on Enterprises and other relevant laws do not specify the time limit for the taxpayer to submit the dossier to the tax authority, the taxpayer must submit the dossier to the direct managing tax authority within 10 (ten) working days from the date of the division decision, merger contract, consolidation contract, or the decision or notice from the enterprise, cooperative about deactivating the operation of branches, representative offices, or the decision to revoke the operation registration certificate of branches, representative offices.

3. The dossier for TIN deactivation for taxpayers registered alongside business registration, cooperative registration, or business operation registration includes the Request for deactivation of TIN in Form 24/DK-TCT issued with this Circular and other documents such as:

a) The dossier for deactivating the TIN of enterprises, cooperatives divided, merged, or consolidated is one of the following documents: A copy of the division decision, a copy of the consolidation contract, a copy of the merger contract.

b) The dossier for deactivating the TIN of the dependent unit of enterprises and cooperatives is one of the following documents: A copy of the decision or notice of the enterprise, cooperative about deactivating the operation of branches, representative offices; a copy of the decision to revoke the operation registration certificate of branches, representative offices by a competent state authority.

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According to the above regulation, the dossier for TIN deactivation in cases where the taxpayer registration is alongside business registration includes:

- A Request for deactivation of TIN in Form 24/DK-TCT issued with Circular 105/2020/TT-BTC;

- The dossier for deactivating the TIN of a merged enterprise is one of the following documents: A copy of the division decision, a copy of the consolidation contract, a copy of the merger contract;

- The dossier for deactivating the TIN of a dependent unit of an enterprise is one of the following documents:

+ A copy of the decision or notice of the enterprise about deactivating branch operations, representative offices;

+ A copy of the decision to revoke the operation registration certificate of branches, representative offices by a competent state authority.