Procedures for dissolution upon revocation of the Certificate of Enterprise Registration or under court decision in Vietnam

Procedures for dissolution upon revocation of the Certificate of Enterprise Registration or under court decision in Vietnam (Internet image)

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

1. Procedures for dissolution upon revocation of the Certificate of Enterprise Registration or under court decision in Vietnam 

According to Article 209 of the Law on Enterprises 2020, procedures for dissolution of an enterprise upon revocation of the Certificate of Enterprise Registration or under court decision are as follows

- 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 Enterprises 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 Enterprises 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 Article 209 of the Law on Enterprises 2020.

2. Application for dissolution of an enterprise in Vietnam

Application for dissolution of an enterprise under Article 210 of the Law on Enterprises 2020 is as follows:

- An application for dissolution of an enterprise shall consist of:

= The notification of the enterprise’s dissolution;

= The report on liquidation of the enterprise’s assets; list of creditors and paid debts, including tax debts, social insurance, health insurance, unemployment insurance of employees after the dissolution decision is issued (if any).

- Members of the Board of Directors (for joint stock companies), members of the Board of Members (for limited liability companies), the owner (for sole proprietorships), the Director/General Director, general partners and legal representatives shall be responsible for the accuracy and truthfulness of the application.

- In case the application contains inaccurate or false information, the persons specified in Clause 2 of Article 210 of the Law on Enterprises 2020 shall jointly provide the outstanding employees’ benefits, taxes and other debts and bear personal responsibility for the consequences that occur within 05 years from the day on which the application is submitted to the business registration authority.

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