Guidance on voluntary dissolution registration of cooperatives, cooperatives unions in Vietnam

Guidance on voluntary dissolution registration of cooperatives, cooperatives unions in Vietnam (Image from the Internet)

1. Guidance on voluntary dissolution registration of cooperatives, cooperatives unions in Vietnam

According to Article 50 of Decree 92/2024/ND-CP, the voluntary dissolution registration of cooperatives, cooperatives unionsin Vietnam is as follows:

- Within 03 working days from the date of receiving the dissolution resolution of the cooperative, union of cooperatives sent by the legal representative as stipulated at point a, clause 3, Article 98 of the Law on Cooperatives 2023, the district-level business registration authority shall implement the following:

+ Publish the dissolution resolution and concurrently notify the status of the cooperative, union of cooperatives undergoing dissolution procedures, the status of branches, representative offices, and business locations undergoing termination procedures on the National Business Registration Portal;

+ Change the legal status of the cooperative, union of cooperatives to the status of undergoing dissolution procedures, change the legal status of branches, representative offices, and business locations to the status of undergoing termination procedures in the Database of Cooperative Registration;

+ Send information about the dissolution of the cooperative, union of cooperatives, and information about the termination procedures of branches, representative offices, and business locations to the tax authority.

- Within 05 working days from the date of settling all debts and fulfilling tax obligations, the cooperative, union of cooperatives shall submit the dissolution registration dossier to the district-level business registration authority where the cooperative, union of cooperatives is headquartered. The dissolution registration dossier includes the following documents:

+ Notice of dissolution of the cooperative, union of cooperatives;

+ Report on the handling of assets of the dissolving cooperative, union of cooperatives;

+ Decision on the recovery of undivided common funds, undivided common assets of the District-level People's Committee where the cooperative, union of cooperatives is headquartered, in case the cooperative, union of cooperatives has undivided common funds, undivided common assets wholly funded by the State;

+ Report on the results of the transfer, liquidation of assets by the asset liquidation board for undivided common funds, undivided common assets partly funded by the State.

- Before submitting the dissolution registration dossier, the cooperative, union of cooperatives must carry out the procedures for the termination of branches, representative offices, and business locations at the district-level business registration authority where the branches, representative offices, and business locations are based.

- Upon receiving the dissolution registration dossier, the district-level business registration authority will send information about the cooperative, union of cooperatives dissolution registration to the tax authority.

Within 02 working days from the date of receiving the information from the district-level business registration authority, the tax authority shall send its opinion on the fulfillment of tax obligations by the cooperative, union of cooperatives to the district-level business registration authority. Within 05 working days from the date of receiving the dissolution registration dossier, the district-level business registration authority will change the legal status of the cooperative, union of cooperatives in the Database of Cooperative Registration to status of dissolved if it does not receive any objections from the tax authority, and concurrently issue a notice of the dissolution of the cooperative, union of cooperatives.

- After 06 months from the date the district-level business registration authority receives the dissolution resolution of the cooperative, union of cooperatives without receiving the dissolution registration dossier of the cooperative, union of cooperatives, the termination dossier of branches, representative offices, business locations and written objections from the tax authority or organizations, individuals and other related parties, the district-level business registration authority will change the legal status of the cooperative, union of cooperatives, branches, representative offices, business locations in the Database of Cooperative Registration to the status of dissolved, terminated and issue a notice declaring the cooperative, union of cooperatives dissolved and branches, representative offices, business locations terminated within 03 working days from the date the above period ends.

- Within 06 months from the date of receiving the dissolution resolution and if the district-level business registration authority has not switched the legal status of the cooperative, union of cooperatives to the status of dissolved, if the dissolution is not continued, the cooperative, union of cooperatives must send a notice of the cancellation of the dissolution resolution signed by the legal representative to the district-level business registration authority where the headquarters is based. Accompanying the notice must be the resolution of the Members’ General Meeting on the cancellation of the dissolution resolution.

Within 03 working days from the date of receiving the notice, the district-level business registration authority will publish the notice and the resolution on the cancellation of the dissolution resolution on the National Business Registration Portal, concurrently restore the legal status of the cooperative, union of cooperatives, branches, representative offices, business locations in the Database of Cooperative Registration and send the information to the tax authority.

- For cooperatives, cooperatives unions using seals issued by the police authority, the cooperative, union of cooperatives is responsible for returning the seal, and the seal registration certificate to the police authority as stipulated.

2. Procedures for cancelling the Decision on revocation and restoration of the cooperative registration certificate in Vietnam

The procedures for cancelling the revocation decision and restoring the cooperative registration certificate according to Article 56 of Decree 92/2024/ND-CP are as follows:

- The district-level business registration authority issues a decision to cancel the revocation decision of the cooperative registration certificate and concurrently restores the cooperative registration certificate on the Cooperative Registration Information System in the following cases:

+ The district-level business registration authority determines that the cooperative, union of cooperatives is not subject to the revocation of the cooperative registration certificate;

+ The district-level business registration authority receives a written request from the tax authority to restore the cooperative registration certificate after the cooperative, union of cooperatives has been revoked of the cooperative registration certificate due to tax debt enforcement.

- The district-level business registration authority issues a decision to cancel the revocation decision and restore the cooperative registration certificate within 03 working days from the date it determines that the cooperative, union of cooperatives is not subject to the revocation of the cooperative registration certificate or receives a written request from the tax authority.

- Within 03 working days from the date of issuing the decision to cancel the revocation decision of the cooperative registration certificate, the district-level business registration authority sends the decision to the headquarters of the cooperative, union of cooperatives, concurrently sends a notice of the restoration of the cooperative registration certificate to the tax authority, and publishes the notice and decision on the National Business Registration Portal.

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