When an enterprise decides to dissolve, what actions are prohibited in Vietnam?

When an enterprise decides to dissolve, what actions are prohibited in Vietnam?

Based on Article 211 of the 2020 Enterprise Law, the following actionsare prohibited from the issuance date of the dissolution decision:

Actions prohibited from the issuance date of the dissolution decision

1. From the issuance date of the dissolution decision, the enterprise and its executives are prohibited from the following actions:

a) Concealing, disguising assets;

b) Denying or reducing the creditors’ claims to the debts;

c) Convert unsecured debts into debts secured with the enterprise’s assets;

d) Concluding new contracts, except for dissolving the enterprise;

dd) Pledging, donating, leasing out assets;

e) Terminating effective contracts;

g) Raising capital in any shape or form.

2. The persons who commit the violations mentioned in Clause 1of this Article, depending on their nature and seriousness, will be held liable to administrative penalties or criminal prosecution and pay damages.

Therefore, the prohibited actions from the issuance date of the dissolution decision include:

- Concealing, disguising assets;

- Denying or reducing the creditors’ claims to the debts;

- Convert unsecured debts into debts secured with the enterprise’s assets;

- Concluding new contracts, except for dissolving the enterprise;

- Pledging, donating, leasing out assets;

- Terminating effective contracts;

- Raising capital in any shape or form.

When an enterprise decides to dissolve, what actions are prohibited in Vietnam? (Image from the Internet)

What are cases and conditions for the dissolution of an enterprise in Vietnam?

Based on Article 207 of the 2020 Enterprise Law, the cases of and conditions for dissolution of enterprises are as follows:

Cases of and conditions for dissolution of enterprises

1. An enterprise shall be dissolved in the following cases:

a) The operating period specified in the company's charter expires without an extension decision;

b) The enterprise is dissolved under a resolution or decision of the owner (for sole proprietorships), the Board of Partners (for partnerships), the Board of Members and the owner (for limited liability companies) or the GMS (for joint stock companies);

c) The enterprise fails to maintain the adequate number of members prescribed in this Law for 06 consecutive months without converting into another type of business;

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 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.

Therefore, the cases of dissolution of enterprises are as follows:

- The operating period specified in the company's charter expires without an extension decision;

- The enterprise is dissolved under a resolution or decision of the owner (for sole proprietorships), the Board of Partners (for partnerships), the Board of Members and the owner (for limited liability companies) or the GMS (for joint stock companies);

- The enterprise fails to maintain the adequate number of members prescribed in this Law for 06 consecutive months without converting into another type of business;

- The Certificate of Enterprise Registration is revoked, unless otherwise prescribed by the Law on Tax administration.

Note: 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.

What is the dissolution fee for an enterprise in 2024 in Vietnam?

Based on Article 5 of Circular 47/2019/TT-BTC, the following entities are exempt from fees:

Entities eligible for fee/charge exemption

1. Enterprises making amendments due to a change of administrative division are eligible for fee of business registration and charge of registered information declaration exemption.

2. Enterprises registering for dissolution or business suspension; enterprises applying for shutdown of branches, representative offices, business location are eligible for fee of business registration exemption.

3. Enterprises applying for enterprise registration online are eligible for fee of business registration exemption.

4. Regulatory agencies applying for providing information serving state management purposes are eligible for charge of providing enterprise information exemption.

5. Small-sized and medium-sized enterprises converted from business households are exempted from first-time fee of business registration and charges of providing enterprise information.

Therefore, the dissolution fee for a business in 2024 is 0 VND. When completing the procedures for registering the dissolution of a business, the enterprise will be exempt from the dissolution fee.

Best Regards!