Procedures for dissolution Xem nội dung tiếng Việt
Enterprise dissolution means an enterprise carries out the procedures to terminate its business operation. An enterprise is dissolved only in the following cases:
- End of the operation period specified in the company’s charter without any extending decision;
- Decision of the Members’ Council or company’s owner;
- Revocation of the company’s enterprise registration certificate or the Court’s decision;
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 enterprise registration certificate, the enterprise and its relevant manager 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 enterprise dissolution, except for cases of revocation of the enterprise registration certificate or the Court’s decision, shall be carried out in the following order:
1. Approval of enterprise dissolution decision
For more details, please refer to “Approval of dissolution decision”
2. Notification of dissolution decision
For more details, please refer to “Notification of dissolution”
3. Asset liquidation and debt settlement
The Members’ Council or company’s owner shall directly organize the liquidation of enterprise assets, except for cases of separate liquidation specified in the company’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 enterprise dissolution expenses, such assets shall be divided between the company’s members or owners according to the proportions of contributed capital.
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 enterprise dissolution
For more details, please refer to “Application for dissolution”
For enterprises that are dissolved due to revocation of the enterprise registration certificate or the Court’s decision, a meeting to decide enterprise dissolution shall take place instead of the procedure for approval of dissolution decision.
Within 10 days starting from the date of receipt of the decision on revocation of enterprise 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 procedure for Notification of dissolution, the enterprise dissolution decision must be featured on at least one physical newspaper or online newspaper in three consecutive issues.