What is the order of dissolution of a joint stock company in Vietnam? What are the regulations on the application for dissolution?
Is it necessary to ensure payment of all debts upon dissolution of a joint stock company in Vietnam?
Article 207 of the Law on Enterprise 2020 is stipulated as follows:
"Article 207. Cases of and conditions for dissolution of enterprises
…
2. An enterprise may only be dissolved after all of its debts and liabilities are fully paid and it is not involved in any dispute at the court or arbitration. Relevant executives and the enterprise mentioned in Point d Clause 1 of this Article are jointly responsible for the enterprise’s debts."
Thus, an enterprise may only be dissolved after all of its debts and liabilities are fully paid and it is not involved in any dispute at the court or arbitration.
In addition, relevant executives and the enterprise whose Certificate of Enterprise Registration is revoked, unless otherwise prescribed by the Law on Tax administration are jointly responsible for the enterprise’s debts.
Dissolution of a joint stock company (Image from the Internet)
What is the application for the dissolution of joint stock company in Vietnam?
Pursuant to Article 210 of the Law on Enterprise 2020, the application for dissolution of an enterprise is as follows:
"Article 210. Application for dissolution
1. An application for dissolution of an enterprise shall consist of:
a) The notification of the enterprise’s dissolution;
b) The report on liquidation of the enterprise’s assets; list of creditors and paid debts, including tax debts, social insurance, health insurance, unemployment insurance of employees after the dissolution decision is issued (if any).
2. Members of the Board of Directors (for joint stock companies), members of the Board of Members (for limited liability companies), the owner (for sole proprietorships), the Director/General Director, general partners and legal representatives shall be responsible for the accuracy and truthfulness of the application.
3. In case the application contains inaccurate or false information, the persons specified in Clause 2 of this Article shall jointly provide the outstanding employees’ benefits, taxes and other debts and bear personal responsibility for the consequences that occur within 05 years from the day on which the application is submitted to the business registration authority.”
An application for dissolution of an enterprise shall consist of:
- The notification of the enterprise’s dissolution;
- The report on liquidation of the enterprise’s assets; list of creditors and paid debts, including tax debts, social insurance, health insurance, unemployment insurance of employees after the dissolution decision is issued (if any).
What is the order of dissolution of a joint stock company in Vietnam?
According to Article 208 of the Law on Enterprise 2020 as follows:
"Article 208. Dissolution procedures
Enterprise dissolution in the cases specified in Points a, b and c Clause 1 Article 207 of this Law shall be carried out as follows:
1. A resolution or decision on the dissolution is issued. Such a resolution or decision shall contain the following information:
a) The enterprise’s name and headquarters address;
b) Reasons for dissolution;
c) Time limit and procedures for finalization of contracts and payment of the enterprise’s debts;
d) Plan for settlement of obligations under employment contracts;
dd) Full name and signature of the owner of the sole proprietorship, the company’s owner, the President of the Board of Members, the President of the Board of Directors;
2. The owner of the sole proprietorship, the Board of Members or the owner, the Board of Directors directly organizes the liquidation of the enterprise’s assets, unless the company's charter requires establishment of a separate liquidation organization;
3. Within 07 working days from the ratification date, the resolution or decision on dissolution and the minutes of the meeting shall be sent to the business registration authority, tax authority and the enterprise’s employees. The resolution or decision shall be posted on the National Enterprise Registration Portal, displayed at the enterprise’s headquarters, branches and representative offices.
..."
Accordingly, the order and procedures for dissolution of a joint stock company are specified as above.
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