Circular No. 105/2020/TT-BTC: Guidelines for tax registration when consolidating enterprises in Vietnam

1. Procedures for tax identification number deactivation for consolidated enterprises

According to Clause 3 Article 14 of the Circular No. 105/2020/TT-BTC issued by the Ministry of Finance of Vietnam, the consolidated enterprise has to carry out the procedures for tax identification number (TIN) deactivation with the supervisory tax authority.

The application for TIN deactivation of the consolidated enterprise are as follows:

- Request for TIN deactivation form No. 24/DK-TCT appended to the Circular No. 105/2020/TT-BTC;

- Other relevant documents: copy of the agreement on consolidation (for affiliated entities, it is required a copy of decision or notice of affiliated entity’s operation termination, copy of decision on revocation of certificate of operation registration of affiliated entity issued by the competent authority).

The consolidated enterprise shall submit a dossier for TIN deactivation to the supervisory tax authority within 10 working days from the date of the consolidation agreement.

2. Procedures for tax registration of consolidated enterprise

According to Point b Clause 4 Article 20 of the Circular No. 105/2020/TT-BTC and Article 31 of the Law on Tax Administration 2019 of Vietnam, the tax registration dossier of the consolidated enterprise is the enterprise registration dossier, including:

- Documents prescribed at Articles 22, 23 and 24 of the Decree No. 01/2021/NĐ-CP depending on the type of enterprise;

- Consolidation agreement;

- A copy of the minutes of the Members' Council meeting for limited liability companies with two or more members, of the General Meeting of Shareholders for joint-stock companies, on the separation of the company.

- Resolution, decision on the approval of the company consolidation contract of the consolidating companies and a copy of the minutes of the Members' Council meeting, for limited liability companies with two or more members, partnerships name, of the General Meeting of Shareholders for a joint-stock company on the approval of a consolidation contract to establish a new company.

Each enterprise is assigned a unique code called enterprise code. This code is concurrently the tax code and the identification number of the enterprise participating in social insurance. (According to Clause 1 Article 8 of the Decree No. 01/2021/NĐ-CP)

Above is the entire tax procedure for businesses when consolidating. To update the latest legal information about the business, please register here (free).

Hai Thanh

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