Currently, in addition to the high demand for business establishment, business dissolution is also happening quite a lot due to many different reasons, especially after the Covid-19 pandemic..

Many businesses are established, but their operations are not effective, cannot find a direction for development, or encounter indirect difficulties during their operations, so many businesses are no longer able to continue. continue to do business, must stop doing business and completely withdraw from the market through business dissolution procedures. 

To carry out the business dissolution process and business dissolution procedures in accordance with the law, customers can refer to the article below from CPA HCM .

WHEN DO ENTERPRISES PERFORM DISSOLUTION PROCEDURES??

According to Article 207 of the Law on Enterprises 2020, enterprises carry out dissolution procedures when there are the following reasons:

- According to the resolutions and decisions of the business owner for private enterprises, of the Board of Members for partnerships, of the Board of Members and company owners for limited liability companies, of the General Meeting of Shareholders for joint stock companies. Note, the procedure for dissolution of an enterprise when the company no longer needs to continue operating is according to the decision of the business owner for private enterprises, of all general partners in the case of partnerships, and of the Association. The co-members and company owners for limited liability companies, and the General Meeting of Shareholders for joint stock companies must ensure that the company has fulfilled its obligations. Unlike corporate bankruptcy procedures, the company is no longer able to pay its due debt obligations.

- End of the operating term stated in the company charter without a decision to extend;

- The company no longer has the minimum number of members as prescribed by the Law on Enterprises for a period of 06 consecutive months without carrying out procedures for converting the type of business;

- The Certificate of Business Registration has been revoked, unless the Law on Tax Administration has other provisions.

LEGAL REGULATIONS ON DISSOLUTION OF ENTERPRISES

Pursuant to Article 59 of Decree 78/2015/ND-CP regulations:

1. "Before carrying out procedures for registering dissolution of the enterprise, the enterprise must carry out procedures for terminating the operation of its branches, representative offices, and business locations at the Business Registration Office where the branch is located. representative offices, business locations."

Thus, if your company wants to dissolve, it is required to terminate all operations of branches, representative offices or other business locations, if any..

The order and procedures for dissolution of enterprises comply with the provisions of Article 208 of the Law on Enterprises 2020, Article 59 of Decree 78/2015/ND-CP as follows:

1. Pass resolutions and decisions to dissolve the enterprise. Resolutions and decisions on enterprise dissolution must include the following main contents:

a) Name and address of the enterprise's headquarters;

b) Reason for dissolution;

c) Term, procedures for liquidating contracts and paying debts of the enterprise;

d) Plan for handling obligations arising from labor contracts; dd) Full name and signature of the private enterprise owner, company owner, Chairman of the Board of Members, Chairman of the Board of Directors;

2. The owner of a private enterprise, the Board of members or company owner, and the Board of Directors directly organize the liquidation of enterprise assets, except in cases where the company charter stipulates the establishment of a separate liquidation organization;

3. Within 07 working days from the date of approval, the resolution, dissolution decision and meeting minutes must be sent to the business registration agency, tax agency, and employees in the enterprise. Resolutions and decisions on dissolution must be posted on the National Business Registration Portal and publicly posted at the head office, branches, and representative offices of the enterprise. In case the enterprise still has obligations Unpaid financial statements must be accompanied by resolutions, dissolution decisions and debt settlement plans to creditors, people with related rights, obligations and interests. The debt settlement plan must include the name and address of the creditor; debt amount, term, location and method of payment of that debt; method and time limit for resolving creditors' complaints;

4. The business registration agency must notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal immediately after receiving the resolution or decision on dissolution of the enterprise. Along with the notice, the resolution, dissolution decision and debt settlement plan (if any) must be posted;

5. The enterprise's debts are paid in the following order of priority:

a) Salary debts, severance pay, social insurance, health insurance, unemployment insurance according to the provisions of law and Other rights of employees according to the collective labor agreement and signed labor contract;

b) Tax debt;

c) Other debts;

6. After paying the business dissolution costs and debts, the remaining amount is divided to the private business owner, members, shareholders or company owners according to the ratio of ownership of contributed capital and shares;

7. The legal representative of the enterprise sends the enterprise dissolution documents to the Business Registration Authority within 05 working days from the date of payment of all debts of the enterprise;

8. After 180 days from the date of receipt of the resolution or decision on dissolution according to the provisions of Clause 3 of this Article, without receiving comments on dissolution from the enterprise or objections from relevant parties in writing or Within 05 working days from the date of receipt of the dissolution dossier, the Business Registration Authority updates the legal status of the enterprise on the National Business Registration Database;

9. The Government regulates in detail the order and procedures for dissolution of enterprises.

PROCEDURES FOR DISSOLUTION OF COMPANY/ENTREPRENEURSHIP

The process of dissolving a company/enterprise requires the following steps:

Step 1: Approve the decision to dissolve the enterprise

The decision to dissolve an enterprise must have the following main contents:

-        Name and address of the enterprise's headquarters;

-        Reason for dissolution;

-        Time limit and procedures for liquidating contracts and paying debts of the enterprise; The time limit for debt payment and contract liquidation must not exceed 6 months from the date of approval of the dissolution decision;

-        Plan for handling obligations arising from labor contracts;

-        Full name, signature of the legal representative of the enterprise.

Step 2: Liquidate the business's assets

The owner of a private enterprise, the Board of members or company owner, and the Board of Directors directly organize the liquidation of enterprise assets, except in cases where the company charter stipulates the establishment of a separate liquidation organization.

Step 3: Send notice of enterprise dissolution

-        Send to the Department of Planning and Investment: carry out procedures to announce the dissolution of the enterprise;

-        Send to the Customs office to complete customs duty confirmation procedures;

-        Send to the insurance agency to complete procedures for finalizing insurance obligations and closing insurance books;

-        Send to the Tax Authority: Carry out finalization procedures to close the tax code;

-        Sent to employees in the enterprise to ensure employee rights;

-        Send the decision on dissolution of the debt settlement plan to creditors and people with relevant rights and obligations. The notice must contain the name and address of the creditor; debt amount, term, location and method of payment of that debt; method and time limit for resolving creditors' complaints.

-        Must be publicly posted at the head office, branches, and representative offices of the enterprise.

Step 4: Announce information about the dissolution of the enterprise

Post the dissolution decision on the National Business Registration Portal and must be publicly posted at the enterprise's headquarters, branches, and representative offices.

Step 5: Confirm customs obligations at the customs office

After the enterprise posts the dissolution decision on the National Business Registration Portal and must be publicly posted at the enterprise's headquarters, branches, and representative offices, the enterprise shall send an official dispatch. Go to the General Department of Customs to confirm customs obligations to dissolve the enterprise. 

Step 6: Procedures for closing tax code at the tax office

-        Submit an official letter requesting dissolution of the enterprise to the Tax Department (attached with a notarized copy of the Business Registration Certificate and Tax Registration Certificate);

-        Send official letter requesting tax finalization;

-        Pay outstanding taxes;

-        Pay fine (if any).

The tax authority, based on the enterprise's tax finalization dossier, issues a tax inspection record and transmits the data to the Department of Planning and Investment so that the enterprise can continue to carry out the procedures for closing the tax code and dissolving the enterprise at the location. Department of Planning and investment.

Step 7: Return the business's legal seal

• 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 to receive a certificate of seal recovery. In this case, the seal and seal specimen certificate in the enterprise dissolution dossier are replaced by a certificate of seal revocation.
• For businesses that engrave their own seals from July 1, 2015 to present, the responsible business is not allowed to continue using the seal without having to carry out procedures to return the seal at a state agency.

Step 8: Procedures at the business registration agency

The legal representative of the enterprise sends a request for dissolution to the Business Registration Authority within 05 working days from the date of payment of all debts of the enterprise.

COMPLETE COMPANY AND ENTERPRISE DISSOLUTION SERVICES

CPA HCM is one of the leading businesses in consulting on business dissolution, with a team of leading experts knowledgeable about legal regulations, we stand on behalf of businesses to complete all-inclusive procedures from establishment to dissolution of the company. With the trust of customers, CPA HCM brings customers a strict dissolution consulting process, coordination of consulting departments: corporate legal consulting - accounting consulting, dissolution procedures. Company procedures are carried out quickly, ensuring to minimize risks for customers. 

If you have any questions about the business dissolution process, please contact CPA HCM immediately via Hotline: 1900 0380 for free consulting support.