What is the latest notification form for enterprise dissolution in Vietnam? When will an enterprise be dissolved?
When will an enterprise be dissolved in Vietnam?
Based on Article 207 of the Enterprise Law 2020, it is stipulated as follows:
“Article 207. Cases and conditions for the dissolution of an enterprise
1. An enterprise will be dissolved in the following cases:
a) The operation period recorded in the company's charter ends without a decision on extension;
b) According to the resolution or decision of the business owner for a private enterprise, the Members' Council for a partnership, the Members' Council or the company owner for a limited liability company, and the General Meeting of Shareholders for a joint-stock company;
c) The company no longer maintains the minimum number of members required by this Law for 06 consecutive months without procedures to convert the type of enterprise;
d) The enterprise registration certificate is revoked, except in cases specified by the Tax Administration Law.
2. An enterprise can only be dissolved when it ensures the settlement of all debts and other property obligations and is not involved in any dispute resolution process at the Court or Arbitration. Relevant managers and the enterprise specified in point d clause 1 of this Article are jointly responsible for the enterprise's debts.”
An enterprise will be dissolved if it falls into one of the four cases listed above according to the regulations.
What is the latest notification form for enterprise dissolution in Vietnam? When will an enterprise be dissolved?
Procedure for the enterprise dissolution in Vietnam
Based on Article 208 of the Enterprise Law 2020, it is stipulated as follows:
“Article 208. Sequence and procedure for enterprise dissolution
The dissolution of an enterprise in the cases specified in points a, b, and c clause 1 of Article 207 of this Law is carried out according to the following regulations:
1. Adopt the resolution or decision to dissolve the enterprise. The resolution or decision to dissolve the enterprise must include the following main contents:
a) Name, address of the enterprise's head office;
b) Reason for dissolution;
c) Duration, procedures for the liquidation of contracts and payment of enterprise debts;
d) Plan for handling obligations arising from labor contracts;
đ) Full name, signature of the business owner, company owner, Chairman of the Members' Council, Chairman of the Board of Directors;
2. The private business owner, Members' Council or company owner, Board of Directors directly organizes the liquidation of the enterprise’s assets, except in cases the company’s charter dictates the establishment of a separate liquidation organization;
3. Within 07 working days from the date of adoption, the resolution or decision of dissolution and the meeting minutes must be sent to the Business Registration Office, tax authority, and employees. The resolution or decision of dissolution must be published on the national enterprise registration portal and publicly posted at the enterprise's head office, branches, and representative offices.
If the enterprise still has outstanding financial obligations, the resolution or decision of dissolution and the debt settlement plan must be sent to creditors, individuals with relevant rights, obligations, and interests. The debt settlement plan must include the creditor’s name and address, the amount owed, the due date, place, and method of debt payment; the method and deadline for resolving creditor complaints;
4. The Business Registration Office must notify the status of the enterprise undergoing dissolution procedures on the national enterprise registration portal immediately after receiving the resolution or decision of dissolution from the enterprise. The notification must accompany the resolution or decision of dissolution and the debt settlement plan (if any);
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9. The Government of Vietnam stipulates in detail the sequence and procedure for enterprise dissolution.”
When dissolving an enterprise, it must comply with the regulations mentioned above.
Vietnam: When must an enterprise send the notification of dissolution?
Based on Clause 1, Article 70 of Decree 01/2021/ND-CP, it is stipulated as follows:
“Article 70. Registration for enterprise dissolution in the cases specified in points a, b, and c clause 1 Article 207 of the Enterprise Law
The registration for enterprise dissolution specified in points a, b, and c clause 1 Article 207 of the Enterprise Law is carried out according to the following sequence and procedures:
1. Within 07 working days from the date of adoption of the resolution or decision of dissolution as specified in clause 1 Article 208 of the Enterprise Law, the enterprise sends a notification of dissolution to the Business Registration Office where the enterprise's head office is located. Accompanying the notification must be the following documents:
a) Resolution, decision, and minutes of the meeting of the Members' Council for a limited liability company with two or more members, partnership, and the General Meeting of Shareholders for a joint-stock company; resolution and decision of the company owner for a single-member limited liability company regarding the dissolution of the enterprise;
b) Debt settlement plan (if any).”
Thus, within 7 working days from the date of adoption of the resolution or decision of dissolution, the enterprise must send the notification of dissolution to the Business Registration Office.
What is the latest notification form for enterprise dissolution in Vietnam according to current regulations?
Currently, when an enterprise begins the dissolution process, it will send a notification of dissolution to the Business Registration Office using the form specified in Appendix II-22 issued together with Circular 01/2021/ND-CP as follows:
Download the latest notification form for enterprise dissolution: Here.
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