Form of Notice of enterprise dissolution in Vietnam (nearest in 2022)? What is the order and procedure for enterprise dissolution in Vietnam?

Main Content

• What is considered dissolved?

What is considered dissolved?

According to Article 207 of the Law on Enterprises 2020, the cases and conditions for dissolution in Vietnam of enterprises are specified as follows:

"Article 207.- Cases of and conditions for dissolution in Vietnam of enterprises

1. A company shall be dissolved in the following cases:

(a) On expiry of the duration of its operation stipulated in the company charter without any decision on extension;

b/ Under resolutions or decisions of the enterprise owner, for private enterprises; of the Members' Council, for partnerships; of the Members' Council or the company owner, for limited liability companies; or of the Shareholders General Meeting, for joint-stock companies;

c/ The company no longer has the minimum number of members prescribed by this Law for 6 consecutive months without carrying out procedures for enterprise transformation;

d) The Certificate of Enterprise registration is revoked, unless otherwise prescribed by the Law on Tax administration.

2. An enterprise may only be dissolved after all debts and other asset liabilities are settled and the dispute is settled by a court or arbitration. Relevant managers and enterprises defined at Point d, Clause 1 of this Article shall be jointly liable for debts of enterprises."

Accordingly, enterprises shall be considered for dissolution in Vietnam when they fall into one of the above-mentioned cases.

What is the same as the procedure for enterprise dissolution in Vietnam?

According to Article 208 of the Law on Enterprises 2020, the procedures for dissolution of enterprises are provided as follows:

"Article 208.- Procedures for enterprise dissolution

The dissolution of a company in the cases mentioned in Point a, Point b, and Point c Clause 1 Article 207 of this Law must comply with the following regulations:

1. To adopt resolutions and decisions on the dissolution of enterprises. A resolution or decision on dissolution of an enterprise must contain the following main particulars:

a/ Name and address of the head office of the enterprise;

b/ The reason for dissolution;

c/ Time limit and procedures for contract liquidation and payment of debts of the enterprise;

d) Plans for dealing with obligations arising from labor contracts;

e/ Full names and signatures of the owner, company owner, chairman of the Members' Council and chairman of the Board of Directors;

2. The owner of a private enterprise, the Member assembly or the company's owner, the Executive Board shall directly organize the liquidation of the company's assets, unless otherwise prescribed by the company's charter;

3. Within 07 working days from the ratification date, the resolution, the decision on the dissolution, and the meeting minutes must be sent to Business registration authority, tax authority, and employees of the company. The resolution and decision on the dissolution must be posted on the National Business Registration Portal and publicly posted at the head office, branches and representative offices of the enterprise.

If the business still has financial obligations, it must send together with the resolution, decision on dissolution and plan for settlement of debt to the creditors, persons with related rights, obligations and interests. The debt-settling plan must include the name and address of the creditors; the debt amount, time limit, place and mode of payment of such debt amount; the mode and time limit for settling the creditors' complaints;

4. The business registration authority must announce the status of the enterprise undergoing dissolution procedures on National Business Registration Portal right after receiving the Resolution or Decision on the dissolution of the enterprise. The notification must be enclosed with the resolution, decision on the dissolution and plan for handling debts (if any);

5. Debts of an enterprise shall be paid in the following priority order:

a) Unpaid salaries, severance pay, social insurance, health insurance, unemployment insurance, and other benefits of employees according to collective bargaining agreements and concluded employment contracts;

b) Tax debts;

c) Other debts;

6. After paying the dissolution costs and the debts, the remaining shares shall be distributed to the private enterprise's owner, members, shareholders, or owner according to the holdings;

7. The enterprise's representative at law shall send the enterprise dissolution dossier to the business registration office within 5 working days after all debts owed by the enterprise are fully repaid;

8. After 180 days from the receipt of the resolution or decision on dissolution as prescribed in Clause 3 of this Article, if the company does not receive any opinion on the dissolution or the objection of the relevant party in writing or within 05 working days from the receipt of the dissolution dossier, the business registration authority shall update the enterprise's legal status on National Enterprise Registration Database;

9. The Government shall detail the order and procedures for dissolution of enterprises."

Accordingly, within 07 working days from the day on which the dissolution decision is ratified, the company must send the dissolution decision, the meeting minutes (if any) to the tax authority, Business Registration Office, and employees.

Form of notification on enterprise dissolution under current regulations?

Circular 01/2021/TT-BKHDT as follows:

Download the business dissolution notice form here.