Procedure for dissolution of an enterprise
01. Conditions for application
1. A enterprise shall be dissolved in the following cases:
a) The operation period written in the company’s charter expires without a decision on extension;
b) The dissolution is decided by the owner of the sole proprietorship, by all general partners of the partnership, by the Board of members or owner of the limited liability company, or insurance the General Meeting of Shareholders of the joint-stock company;
c) The company fails to maintain the minimum number of members prescribed by laws for 06 consecutive months without following procedures for business conversion;
d) The Certificate of Enterprise registration is revoked.
Dissolution conditions: Enterprises are only dissolved when they guarantee to pay all debts and other property obligations and they are not in the process of settling disputes at courts or arbitration agencies.
02. Applicable laws
1. 2014 Law on Enterprise
2. Decree No. 78/2015/NĐ-CP
3. Decree No. 108/2018/NĐ-CP
4. Circular No. 02/2019/TT-BKHĐT
5. Circular No. 20/2015/TT-BKHĐT
Step 1: Prepare a set of the following documents
- Notice of dissolution
- Report on assets liquidation; list of creditors together with paid debts, including tax debt, outstanding social insurance amount after dissolution (if any)
- Seal and Certificate of seal sample (if any)
- Enterprise Registration Certificate
- Decision on dissolution of enterprise
- Meeting Minutes on dissolution of enterprise
Step 2: Publish the dissolution of the enterprise
- Within 07 working days from the approval date, the decision on dissolution meeting minutes must be sent to the business registration authority, tax authority, and employees of the enterprise; the decision on dissolution shall be posted on National Business Registration Portal, the enterprise’s headquarter, branches, and representative offices.
If there are unsettled financial obligations, the decision on dissolution shall be enclosed with the debt settlement plan and sent to the creditors, people with relevant rights, obligations, and interests. The plan must contain the creditors’ names and addresses; the amount of debts, deadline, location, and method of payment; method and deadline for settlement of creditors’ complaints.
Step 3: Update enterprise’s status
The business registration authority shall post a notification of the status of every enterprise undergoing dissolution process on the National Business Registration Portal right after receiving the decision on dissolution from the enterprise. The notification must be posted together with the decision on dissolution and debt settlement plan (if any).
Step 4: Submit the file of dissolution
The legal representative of the enterprise shall send the petition for dissolution to the business registration authority within 05 working days from the day on which all of the enterprise’s debts are settled.
Step 5: Get result
The business registration authority shall update the enterprise’s legal status of National Enterprise Registration Database if no opinions or objections from relevant parties are received after 180 days from the day on which the decision on dissolution is receipt or within 05 working days from the receipt of the petition for dissolution.