Dissolution of a partnership refers to the partnership’s process of following procedures for termination of its business. A partnership shall be dissolved in the following cases:
- The operation period written in the partnership’s charter expires without a decision on extension;
- The partnership is dissolved according to decision of all general partners;
- The partnership fails to maintain the minimum number of partners prescribed by the Law on Enterprise in 2014 for 06 consecutive months without following procedures for business conversion;
- The partnership is dissolved upon revocation of its enterprise registration certificate or under a Court’s decision;
The partnership shall only be dissolved if it ensures that it shall settle all debts and other asset-related liabilities, and it is not involved in any dispute at a Court or arbitral tribunal.
If the partnership is dissolved upon revocation of its enterprise registration certificate, the partnership and its relevant managers shall be jointly responsible for its debts.
Before initiating procedures for dissolution, the partnership that has affiliated entities (branches, representative offices and/or business locations) must complete procedures for shutdown of its affiliated entities.
Procedures for dissolution of a partnership, except cases of dissolution upon revocation of enterprise registration certificate or under a Court’s decision:
1. Ratification of the decision on dissolution of a partnership
For more details, please refer to: “Ratification of a dissolution decision”
2. Publishing of dissolution decision
For more details, please refer to: “Notification of dissolution”
3. Settlement of assets and debts
The Board of Partners shall directly organize the liquidation of assets of the partnership, unless a separate liquidation organization must be established according to its charter.
Debts of a partnership shall be paid in the following order:
- Unpaid salaries, severance pay, social insurance premiums as regulated by law, and other benefits of employees as prescribed in the collective bargaining agreement and signed employment contracts;
- Tax debts;
- Other debts.
After all debts and dissolution costs are paid, the remaining value of assets shall be divided to all partners according to their holding of stakes in the partnership.
The partnerships that were established before July 01, 2015 and keep using their seals issued by police authorities must follow procedures for returning their seals to the issuing police authorities. For more details, please refer to: “Procedures for returning an enterprise’s seal”
4. Fulfillment of tax liabilities with relevant tax authority
For more details, please refer to: “Fulfillment of tax liabilities before dissolution”
5. Submission of an application for dissolution
For more details, please refer to: “Application for dissolution”
The partnership that is dissolved upon the revocation of its enterprise registration certificate or under a Court’s decision shall not follow procedures for ratification of dissolution decision but shall convene a meeting to decide the dissolution.
Within 10 days from the receipt of the Decision on revocation of enterprise registration certificate or from the effective date of the Court’s decision, the partnership must convene a meeting to decide the dissolution.
Then, it shall follow procedures for dissolution as mentioned above.
Note: When following procedures for notification of dissolution, if required by law, the decision on dissolution of the partnership must be posted on at least 03 consecutive issues of a conventional newspaper or online newspapers.