Dissolution of a company means the shutdown of its operation in the following cases:
- The operation period written in the company’s charter expires without a decision on extension;
- The dissolution is decided by the Board of Members;
- The company fails to maintain the minimum number of members prescribed in the Law on Enterprises in 2014 for 06 consecutive months without following procedures for business conversion;
- The company’s certificate of business registration is revoked or the company’s dissolution is decided by the Court;
A company may only be dissolved if all of its debts and liabilities can be settled and it is not involved in any dispute at a court or arbitral tribunal.
If a company is dissolved due to the revocation of its business registration certificate, relevant managers and the company are jointly responsible for the company’s debts.
Companies that have branches, representative offices or business locations, shall apply for the shutdown of their branches, representative offices or business locations before initiating dissolution procedures.
The dissolution of a company, except for those being revoked the Certificate of Business registration or under the court’s decision, shall be carried out following the procedures below:
1. Ratifying the Decision on dissolution
For more details, please refer to: Ratification of the Decision on dissolution
2. Notifying the dissolution
For more details, please refer to: Notification of the dissolution
3. Liquidating asset and paying debts
The Board of Members shall directly organize the company’s asset liquidation, unless a separate liquidation organization must be established according to the company’s charter.
The company’s debts shall be paid in the following order:
- Unpaid salaries, severance pay, social insurance as prescribed by law, other benefits of employees according to collective bargaining agreement and signed employment contracts;
- Tax debts;
- Other debts.
After all debts and dissolution costs are paid, the remaining assets shall be distributed among the members of the company according to their holdings in the company.
Return of the company’s seal in case the company is established before July 01, 2015 and uses the seal granted by the police authority. For more details, please refer to: Procedures for returning the seal.
4. Fulfilling tax liabilities
For more details, please refer to: Procedures for fulfilling tax liabilities
5. Submitting application for dissolution;
For more details, please refer to: Application for dissolution
In case a company is dissolved due to the revocation of its certificate of business registration or under a court’s decision, it shall convene a meeting to decide the dissolution.
Within 10 days from the receipt of the decision to revoke the certificate of business registration or from the effective date of the Court’s decision, the company shall convene a meeting to decide the dissolution.
After that, the company shall follow the aforementioned steps to finish the dissolution procedures.
Notes: If required by law, the decision on dissolution shall be posted on at least 03 consecutive issues of a conventional newspaper or online newspapers.