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Procedures for dissolution Xem nội dung tiếng Việt
Business dissolution means an enterprise carries out procedures to terminate its business operation. An enterprise is dissolved only in the following cases:
- The operation period specified in the company’s charter expires without any extending decision;
- The dissolution is decided by the General Meeting of Shareholders;
- The company fails to maintain the minimum number of members as prescribed in the Law on Enterprise in 2014 for 06 consecutive months and does not carry out conversion procedures;
- The business registration certificate is revoked, or the dissolution is decided by the Court.
The enterprise is only eligible for dissolution when it has paid off all debts and other financial liabilities and is not involved in any dispute settlement with the Court or a tribunal.
In case an enterprise is dissolved due to revocation of its business registration certificate, the enterprise and its relevant managers shall have joint responsibilities for its debts.
For enterprises with dependent units (branches, representative offices, business locations), before dissolution procedures take place, the procedures for termination of operation of such units must be carried out.
Procedures for business dissolution, except for the case of revocation of the business registration certificate or the Court’s decision, shall take place in the following order:
1. Approval of business dissolution decision
For more details, please refer to “Approval of decision on dissolution”
2. Notification of dissolution decision
For more details, please refer to “Notification of dissolution”
3. Asset liquidation and debt settlement
The Board of Directors shall directly organize the liquidation of enterprise assets, except for cases of separate liquidation specified in the enterprise’s charter.
The enterprise's debts shall be settled in the following order:
- Debts related to salary, severance pay and social insurance prescribed by law and other worker rights prescribed in the collective labor bargain and concluded employment contract;
- Tax liabilities;
- Other debts.
In case there are remaining assets after settlement of debts and business dissolution expenses, such assets shall be divided between shareholders or company’s owners according to the proportions of contributed capital/ shares.
Enterprises established before July 01, 2015 and still using seal specimens issued by public security authorities are required to follow procedures for returning their seals. For more details, please refer to “Procedures for returning seals”
4. Procedures for fulfillment of tax liabilities with tax authorities before dissolution
For more details, please refer to “Procedures for fulfillment of tax liabilities upon dissolution”
5. Application for business dissolution
For more details, please refer to “Application for dissolution”
For enterprises that are dissolved due to revocation of the business registration certificate or the Court’s decision, a meeting to decide enterprise dissolution shall take place instead of the procedures for approval of dissolution decision.
Within 10 days starting from the date of receipt of the decision on revocation of the business registration certificate or the Court’s decision, the enterprise must call for a meeting to decide dissolution.
After such meeting, the remaining procedures are the same as the abovementioned cases.
Note: For cases where the law requests newspaper announcement during the procedures for Notification of dissolution, the business dissolution decision must be featured on at least one physical newspaper or online newspaper in three consecutive issues.