Procedure for Dissolution of an Enterprise
Legal Documents: Enterprise Law 2014, Official Dispatch 4211/BKHDT-DKKD in 2015, Decree 78/2015/ND-CP
Conditions for Dissolution: An enterprise can only be dissolved when it ensures that all debts and other property obligations are fully paid, and the enterprise is not in the process of resolving any disputes at a court or arbitration body.
The sequence and procedures for dissolution are as follows:
Step 1. Approve the decision to dissolve
Before carrying out the enterprise dissolution registration procedures, the enterprise must complete the termination procedure for the operation of branches, representative offices, and business locations of the enterprise at the Business Registration Office where the branches, representative offices, and business locations are situated.
Approve the decision to dissolve the enterprise.
Organize the liquidation of the enterprise's assets.
Step 2. Announce the decision to dissolve
Within 07 working days from the date of approving the decision to dissolve, the enterprise must send a notice of dissolution to the Business Registration Office. The notice must be accompanied by the decision of the company owner on the dissolution.
Simultaneously, the enterprise must notify those who have rights and interests related to the dissolution activities about the decision to dissolve.
Step 3. Liquidate assets and settle debts
The company owner directly organizes the liquidation of the enterprise's assets.
The company's debts are settled in the following order:
Salary debts, severance pay, social insurance as prescribed by law, and other benefits of employees according to the collective labor agreement and signed labor contracts;
Tax debts;
Other debts.
Step 4. Submit dissolution documents
The legal representative of the enterprise directly submits the documents at the Business Registration Office where the enterprise's head office is located or submits the enterprise registration documents online.
Components of the dossier include:
- Notice of enterprise dissolution;
- Report on the liquidation of the enterprise's assets; a list of creditors and the amounts paid, including the settlement of all tax debts and debts for social insurance payments, and employee-related debts after the decision to dissolve (if any);
- Company seal and certificate of seal sample (if any);
- Certificate of business registration.
Within 02 working days from the receipt of the dissolution documents, the Business Registration Office sends a notice of the enterprise's registration of dissolution to the tax authorities.
Within 05 working days from the date of receiving the dissolution documents, the Business Registration Office changes the legal status of the enterprise in the National Enterprise Registration Database to dissolution status if no opinion is received from the tax authorities and concurrently issues a Notice of dissolution of the enterprise.
Step 5. Update the legal status of the enterprise
After 180 days from the receipt of the dissolution decision according to Clause 3 of this Article, without receiving opinions on the dissolution from the enterprise or written objections from related parties, or within 05 working days from the receipt of the dissolution documents, the Business Registration Agency updates the legal status of the enterprise on the National Enterprise Registration Database.
Therefore, if your company (a Single-Member LLC) wishes to dissolve, it must ensure all debts and other property obligations are fully paid, and the enterprise is not in the process of resolving any disputes at a court or arbitration body. You can refer to the procedures mentioned above to proceed.
Respectfully!
