Dissolution of company

a) Implementation order:

·        The company implements termination of operation of branches, representative offices, places of business (Clause 1 of Article 59 of Decree No. 78/2015/ND-CP).

·        Approving the decision on dissolution of company.

·        Private business owner/Board of members or enterprise owner/Board of Directors directly organizes asset liquidation unless otherwise stipulated in Charter of the company.

·        Within 07 working days from the date of approval, the decision on dissolution and meeting minutes must be sent to the business registration agency, tax agency, employees of the company uploads the decision on dissolution on the National information portal of enterprise registration and publicly posts in the head office, branches, representative offices of the company.

·        In case of the company with unpaid financial obligations, the company must enclose the decision on dissolution, plans for settlement of debts to creditors, those whose  rights and obligations relating. In the notice, full name, address of the creditor; debts, duration, location and method of payment of such debts; the method and time limit for resolution of complaints by creditors

·        Business registration agency must notify the status of company carrying out dissolution procedures on the National information portal of enterprise registration after receiving the decision on dissolution of the company. Besides, the business registration agency has to upload the decision on dissolution and plans for settlement of debts (if any).

·        Legal representative of the company sends request for dissolution for the Business registration agency within 05 working days from the date of payment of all debts of the business.

·        After a period of 180 days from the date of receiving the the decision on dissolution in accordance with Clause 3 of this article without getting opinions on the dissolution of the company or the objections of parties concerned in writing or within 05 working days from the date of receiving the dissolution documents, the business registration agency updates the legal status of the company on the national database of enterprise registration.

·        For companies using seals issued by public security organs, the companies are responsible for returning the seals, the seal specimen registration certificate to the public security organs to be issued certificate of revoking seals.

b) Implementation method: Authorized representative submits enterprise registration documents defined in the business registration office where the company has registered the head office or submit enterprise registration documents via internet.

c) Documents, including:

·        Notice on dissolution of company;

·        Report on the company's asset liquidation; a list of creditors and debts paid,  including payment of all debts of tax, social insurance and employees after the decision to dissolve the enterprise (if any);

·        Decision of owners of company for the one-member limited liability company; a valid copy of meeting minute of board of members for the limited liability company with more than two members , of General Meeting of Shareholders for the joint stock company, of partnership members for the partnership on dissolution of the company;

·        Seal and seal specimen certificate (if any) or seal revocation certificate;

·        Enterprise registration certificate;

·        For company issued investment license, investment certificate or documents with equivalent legal value, in addition to the above documents, the company has to submit: A valid copy of the investment certificate ; A valid copy of tax registration certificate; Request for supplementing and updating business registration information specified in Annex II-18 Circular No. 20/2015/TT-BKHDT.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within 05 (five) working days, after receipt of full valid documents.

e) Implementing agency: Business Registration Office - Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals, organizations.

h) Results of administrative procedures: Notice on registration of dissolution of the company/ Notice on dissolution of the company/Notice on termination of existence of the company 

i) Fees:

k) Name of form, declaration:

·        Notice on dissolution of company (Annex II-24, Circular No. 20/2015/TT-BKHDT).

·      Request for supplementing and updating business registration information for company issued investment license, investment certificate (Annex II-18, Circular No. 20/2015/TT-BKHDT).

l) Requirements and conditions for procedure implementation: Defined in Clause 2, Article 201 of the Enterprise Law, the company will be dissolved when when it ensures payment of all debts and other property obligations and is not now in the process of settling disputes in Court or arbitration body.

m) Legal basis of administrative procedures:

·        The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

·        Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

·        Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);