DOCUMENTS, PROCEDURES AND PROCEDURES FOR REGISTRATION FOR DISSOLUTION OF ENTERPRISES DOCUMENT COMPONENTS Enterprises prepare 01 set of documents according to the provisions of the Law on Enterprises [...]
DOCUMENTS AND ORDER OF ENTERPRISE DISSOLUTION REGISTRATION PROCEDURES
The enterprise prepares 01 set of documents according to the provisions of Enterprise Law No. 59/2020/QH14 dated June 17, 2020; Article 70, 71 of Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government, the form is prescribed in Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Ministry of Planning and Investment, specifically:
| I | Registration of enterprise dissolution for the cases specified in Points a, b and c, Clause 1, Article 207 of the Enterprise Law:
– End of the operating period stated in the charter; – According to the resolutions and decisions of private enterprise owners/owners of one-member limited liability companies/member councils of limited liability companies with two or more members, partnerships/General Meeting of Shareholders of joint stock companies; – The company no longer has the minimum number of members as prescribed by the Law on Enterprises for 6 consecutive months without carrying out procedures for converting the type of business. |
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| 1 | Dissolution notification documents (1st time):
(According to Clause 1, Article 70 of Decree No. 01/2021/ND-CP) |
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| a | Notification of enterprise dissolution according to form Appendix II-22 Circular No. 01/2021/TT-BKHDT | Appendix II-22 |
| b | Resolution/decision and meeting minutes on the dissolution of the enterprise;
(Reference form of Business Registration Office) |
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| – | For one-member limited liability company: resolution/decision of the owner | Decision to dissolve LLC 1TV |
| – | For limited liability companies with two or more members, partnerships: resolution/decision and copy of meeting minutes of the Board of Members | Minutes of dissolution of LLC 2TV |
| – | For joint stock companies: Resolution/decision and copy of meeting minutes of the General Meeting of Shareholders
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Decision to dissolve Joint Stock Company |
| c | Debt settlement plan (if any). | |
| 2 | Dissolution registration dossier (2nd time)
(According to Clause 1, Article 210 of the Enterprise Law, Clause 3, Article 70, Decree No. 01/2021/ND-CP) |
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| a | Notification of enterprise dissolution according to form Appendix II-22 Circular No. 01/2021/TT-BKHDT; | Appendix II-22 |
| b | Report on liquidation of corporate assets; List of creditors and paid debts, including payment of all tax debts and social insurance, health insurance, and unemployment insurance payments for employees after deciding to dissolve the enterprise (if any). | Asset liquidation report |
| II | Register for dissolution of the enterprise in case of revocation of the Certificate of Business Registration or according to the Court's decision:
Dissolution registration documents follow the instructions in section 2. |
* Individual legal documents (specified in Article 11 of Decree No. 01/2021/ND-CP):
– Vietnamese citizens: Identity card/Citizen identification card., valid passport
– Foreigners: Valid passport
* Documents in foreign languages must be accompanied by notarized Vietnamese translations (stipulated in Article 10 of Decree No. 01/2021/ND-CP)
* In case the competent person signs the registration document/notification of authorization for another organization or individual to carry out business registration procedures (stipulated in Article 12 of Decree No. 01/2021/ND-CP), the application must be submitted with:
– Copy of legal documents of the individual authorized person
– Document authorizing the individual to carry out the procedure (notarization or authentication required).
– Copy of the service provision contract with the service organization performing the procedure.
– Referral letter from that organization to the individual directly carrying out the procedure and a copy of the individual's legal documents for the referred person.
Step 1: Prepare documents according to regulations
Step 2: Submit application
* To effectively apply the Government's regulations on carrying out administrative procedures in the electronic environment in Decree No. 45/2020/ND-CP dated April 8, 2020, as well as create further conditions for people and businesses, increase transparency in handling administrative procedures, save costs and time for both people, businesses and business registration agencies, the Registration Office Business encourages people and businesses to carry out business registration procedures in the electronic network environment.
– Submitting documents online: Competent person or authorized person uses Public Digital Signature or Business Registration Account to register a business electronically (stipulated in Article 42 of Decree No. 01/2021/ND-CP).
See instructions and follow instructions https://dangkyquamang.dkkd.gov.vn/
* In case of dissolution according to the provisions of Points a, b and c, Clause 1, Article 207 of the Enterprise Law:
First dissolution announcement:
– Within 07 working days from the date of passing the resolution or dissolution decision specified in Clause 1, Article 208 of the Law on Enterprises, the enterprise shall send a notice of dissolution to the Business Registration Office where the enterprise's head office is located.
– Within 01 working day from the date of receiving notice of enterprise dissolution, the Business Registration Office must post the documents specified in Clause 1 of this Article and notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal, change the legal status of the enterprise in the National Business Registration Database to the status of undergoing dissolution procedures and send information about the dissolution of the enterprise. businesses to the Tax Authority. Enterprises carry out procedures to fulfill tax obligations with Tax Authorities according to the provisions of the Law on Tax Administration.
2nd dissolution registration:
– Within 05 working days from the date of payment of all debts of the enterprise, the enterprise sends the enterprise dissolution registration application to the Business Registration Office where the enterprise is headquartered.
– Before submitting the enterprise dissolution registration application, the enterprise must carry out procedures to terminate the operation of the enterprise's branch, representative office, or business location at the Business Registration Office where the branch, representative office, or business location is located.
– For businesses using seals issued by the police, the business is responsible for returning the seal and the Certificate of seal sample registration to the police according to regulations when completing dissolution procedures.
– After receiving the application for enterprise dissolution registration, the Business Registration Office sends information about the enterprise's dissolution registration to the Tax Authority. Within 02 working days from the date of receiving information from the Business Registration Office, the Tax Authority shall send comments on the completion of the enterprise's tax payment obligation to the Business Registration Office. Within 05 working days from the date of receipt of the enterprise dissolution registration dossier, the Business Registration Office will change the legal status of the enterprise in the National Enterprise Registration Database to dissolved status if it does not receive a refusal from the Tax Authority, and at the same time issue a notice of dissolution of the enterprise.
* In case of revocation of Business Registration Certificate or by decision of the Court:
– Within 01 working day from the date of the decision to revoke the Certificate of Business Registration or receiving a legally effective Court decision, the Business Registration Office posts the decision and announces the status of the enterprise undergoing dissolution procedures on the National Business Registration Information Portal, changes the enterprise's status in the National Business Registration Database to the state of undergoing dissolution procedures and sends information to the dissolution of the enterprise to the Tax Authority, except in cases where the Enterprise Registration Certificate is revoked to carry out enforcement measures at the request of the Tax Administration Authority.
– Within 05 working days from the date of payment of all debts of the enterprise, the legal representative of the enterprise sends the enterprise dissolution registration documents (documents according to the instructions in section 2) to the Business Registration Office where the enterprise is headquartered.
Step 3: Get results
After receiving the notification electronically, the competent person or authorized person receives the results
– In case of receiving results directly: Competent person or authorized person receives results at the Department of receiving documents and returning business registration results at Hai Phong Department of Finance, No. 1 Dinh Tien Hoang, Minh Khai ward, Hong Bang district.
(When coming to receive results, the business founder or authorized person brings personal legal documents or notarized copies of personal legal documents)
– In case of receiving results via public postal service: To receive results via public postal service, the applicant must attach a Request to receive results via public postal service when submitting the application electronically. The Business Registration Office will return the results to the recipient at the address stated in the Request to Receive Results via Public Postal Service.
* Fees:
Electronic registration documents are exempt from fees according to regulations in Circular No. 130/2017/TT-BTC of the Ministry of Finance
Procedures
