- Cases and conditions of dissolution
a) Cases of dissolution
In some cases that the foreign investor can not keep up with the investment in Vietnam, the procedures for dissolution of the enterprise will be carried out. In order to fully terminate the rights and legal duties of the foreign investor, the investor must be bound to the procedure prescribed by the Vietnamese law.
b) Conditions for dissolution
c) Termination of operation time stated in the company’s charter without decision to extend.
According to the decision of the owner of private enterprises, of all partnership members for partnership companies, of members’ council, company owner, for limited liability companies and of general meeting of shareholders for joint-stock companies.
- The company no longer has enough minimum members for the period of 6 months consecutively that do not carry out the procedure for business transformation.
- Enterprise Registration Certificate is revoked.
The enterprise can only be dissolved when it has guaranteed the debt payment, other asset obligations and does not have any dispute brought up in the court or the arbitration. The relevant manager and the enterprise whose Enterprise Registration Certificate has been revoked are jointly responsible for the debts of the enterprise.
- Dissolution proceduresThrough resolution, decision of enterprise dissolution
a) Through resolution, decision of enterprise dissolution
Resolution, decision of enterprise must have these main contents:
- The enterprise’s name and headquarters address.
- Reasons for dissolution.
- Time limit and procedures for finalization of contracts and payment of the enterprise’s debts.
- Plan for settlement of obligations under employment contracts.
- Full name and signature of the owner of the sole proprietorship, the company’s owner, the President of the Board of Members, the President of the Board of Directors.
b) Sending written notices to creditors and competent authorities
Within 07 working days from the ratification date, the resolution or decision on dissolution and the minutes of the meeting shall be sent to the business registration authority, tax authority and the enterprise’s employees. The resolution or decision shall be posted on the National Enterprise Registration Portal, displayed at the enterprise’s headquarters, branches and representative offices.
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.
c) Solving the asset obligations
The sole proprietorship, the Board of Members or the owner, the Board of Directors directly organizes the liquidation of the enterprise’s assets:
- Liquidate the land lease contract or hand over the land.
- Liquidate the fixed assets of the company.
- Carry out the financial obligations of the company.
The debts of the enterprise are expected to pay:
- Unpaid salaries, severance pay, social insurance, health insurance, unemployment insurance premiums and other benefits of employees under the collective bargaining agreement and concluded employment contracts.
- Tax debts.
- Other debts.
After the dissolution costs and debts have been fully paid, the remainder shall be divided among the owner, members, shareholders in proportion to their shares.
d) Closure of enterprise tax identification number
The procedure for closing the tax identification number will last for over 6 months, which depends on the reality of the enterprise’s accounting record (not including the procedures for sanctions, violations, and overdue payment).
While execute the process of tax finalization, enterprise carries out the procedure for reducing labor and settling relevant regimes for employees within the time limit prescribed in the Labor code.
e) Returning the Enterprise Registration Certificate, terminating the investment project activity
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.
f) The expected time to carry out the dissolution
After 180 days from the receipt of the dissolution resolution or decision mentioned in Clause 3 of this Article 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.
g) Termination of investment project
In addition to carry out the process of dissolution, foreign invested enterprise who were issued investment registration certificate or relevant documents, shall notify and return the investment registration certificate to the investment registration authority within 15 days from the date of termination together with a copy of the document recording the termination. The investment registration authority shall notify the project termination of the relevant authorities.