Actions prohibited from the issuance date of the dissolution decision in Vietnam

Actions prohibited from the issuance date of the dissolution decision in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Actions prohibited from the issuance date of the dissolution decision in Vietnam

According to Article 211 of the Law on Enterprise 2020, prohibited activities since the decision to dissolve the enterprise in Vietnam are as follows:

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

+ 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.

- The persons who commit the violations mentioned in Clause 1of Article 211 of the Law on Enterprise 2020, depending on their nature and seriousness, will be held liable to administrative penalties or criminal prosecution and pay damages.

2. Regulations on dissolution upon revocation of the Certificate of Enterprise Registration or under court decision in Vietnam

Dissolution upon revocation of the Certificate of Enterprise Registration or under court decision under Article 209 of the Law on Enterprise 2020 is as follows:

Procedures for dissolution of an enterprise upon revocation of the Certificate of Enterprise Registration or under court decision:

- The business registration authority shall post on the National Enterprise Registration Portal a notification that an enterprise is undergoing dissolution on the same day on which the decision to revoke the Certificate of Enterprise Registration is issued or right after the court decision on the enterprise’s dissolution is received.

The notification shall be enclosed with the effective revocation decision or the court decision.

- Within 10 days from the receipt of the effective decision, the enterprise shall convene a meeting to dissolve the enterprise.

The dissolution resolution or decision and copies of the effective decision shall be sent to the business registration authority, tax authority and the enterprise’s employees and displayed at the enterprise’s headquarters, branches and representative offices.

The dissolution resolution or decision, if required by law, shall be published in at least 03 issues of 01 printed newspaper or electronic newspaper.

In case the enterprise still has unpaid debts, the resolution or decision and the debt payment  plan shall be sent to the creditors and persons with related rights, obligations and interest.

The debt payment  plan shall contain the creditors’ names, debts, repayment time, location and method; method and time limit for settling creditors’ complaints;

- The enterprise’s debts shall be paid in accordance with Clause 5 Article 208 of the Law on Enterprise 2020;

- The enterprise’s legal representative shall submit the application for dissolution to the business registration authority within 05 working days from the day on which the enterprise’s debts are fully paid;

- After 180 days from the notification date mentioned in Clause 1 of Article 209 of the Law on Enterprise 2020 without further comments from the enterprise or written objections from relevant parties, or within 05 working days from the receipt of the application for dissolution, the business registration authority shall update the enterprise’s status on the national enterprise registration database;

- Relevant executives of company shall be personal responsible for any damage caused by their failure to comply with this Article.

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