WHAT IS VIETNAM COMPANY DISCLOSURE?
An enterprise has the right to suspend its business but must notify in writing of the time and duration of the suspension or resumption of business to the business registration office at least 15 days before the date of suspension or resumption of business.
This provision applies in case the enterprise resumes business before the announced time limit. During the business suspension period, the enterprise must fully pay the outstanding tax amount; continue to pay debts, complete the performance of contracts signed with customers and employees, unless otherwise agreed upon by enterprises, creditors, customers and employees.
NOTE: Applicable to companies with foreign capital.
PROCEDURES FOR TEMPORARILY CLOSING BUSINESS ACTIVITIES
Documents requesting business suspension:
️ For Company member; Notice of suspension.
▶️ Owner's decision to suspend For Two member company above.
▶️ Joint Stock Company; Notice of suspension of operation (specified form) Decision, meeting minutes of the Members' Council on the suspension.
NOTE: The composition of the application file applies to Enterprises, Branches, Representative Offices, Business Locations. In case the enterprise resumes operation before the time limit for temporary suspension of operation, a notice must be sent to the licensing agency 15 days before the resumption of business operation.
In case the enterprise continues to suspend operations after the previous time limit expires, a notice must be sent to the licensing agency. The suspension period must not exceed 2 consecutive years.
ORDER AND PROCEDURES FOR LEVELING ENTERPRISES
Quoting from Article 201 of the Law on Enterprises: Cases and conditions for enterprise dissolution
1. An enterprise is dissolved or suspends its business operations in the following cases:
a) The operation term stated in the company's charter expires without a decision on extension.
b) According to the decision of the business owner, for a private enterprise, of all general partners, for a partnership, of the Members' Council, of the company owner, for a limited liability company, of the General Meeting of Shareholders for joint-stock companies.
c) The company no longer meets the minimum number of members as prescribed by this Law for 06 consecutive months without carrying out procedures for enterprise transformation.
d) The certificate of enterprise registration is revoked.
2. An enterprise may only be dissolved when it ensures payment of all debts and other property obligations
And the enterprise is not in the process of settling disputes in court or arbitration. The relevant manager and the enterprise specified at Point d, Clause 1 of this Article are jointly responsible for the debts of the enterprise.
Sequence of DISCLOSURE OF ENTERPRISE:
Quoting Article 202 of the Enterprise Law: Order and procedures for enterprise dissolution The dissolution of an enterprise in the cases specified at Points a, b and c, Clause 1, Article 201 of this Law shall comply with the following provisions: this:
STEP 1: DISSOLUTION NOTICE – DISCLOSURE OF VIETNAM COMPANY
1. Approving the decision to dissolve the enterprise. An enterprise dissolution decision must contain the following principal details:
a) Name and address of the head office of the enterprise.
b) Reason for dissolution.
c) Time limit and procedures for contract liquidation and payment of debts of the enterprise; the time limit for debt payment and contract liquidation must not exceed 06 months from the date of approval of the dissolution decision. d) Plan to handle obligations arising from the labor contract.
e) Full name and signature of the legal representative of the enterprise.
2. The owner of a private enterprise, the Members' Council or the company owner or the Board of Directors shall directly organize the liquidation of the enterprise's assets, unless the company's charter provides for the establishment of a separate liquidation organization. .
3. Within 07 working days from the date of approval, the dissolution decision and meeting minutes must be sent to the business registration agency, tax agency and employees in the enterprise.
Post the dissolution decision on the National Enterprise Registration Portal and must be publicly posted at the head office, branch or representative office of the enterprise.
In case the enterprise still has unpaid financial obligations, it must enclose the decision on dissolution of the debt settlement plan to its creditors and persons with related interests and obligations.
The notice must contain the name and address of the creditor; debt amount, term, place and method of payment of such debt; method and time limit for settling the creditor's complaint.
4. The business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal right after receiving the dissolution decision of the enterprise. Enclosed with the notice must be posted the dissolution decision and debt settlement plan (if any).
STEP 2: COMPLETE DEBTS AND OBLIGATIONS BEFORE DISSOLUTION – DISSOLUTION OF THE VIETNAM COMPANY
1. Enterprises' debts are paid in the following order:
a) Debts of salary, severance allowance, social insurance as prescribed by law and other benefits of employees under the collective labor agreement and signed labor contract.
b) Tax debt.
c) Other debts.
2. After all debts and business dissolution expenses have been paid off, the remainder shall be distributed to the private enterprise owner, members, shareholders or company owner according to the percentage of ownership of the contributed capital. , share.
STEP 3: DISSOLUTION OF THE VIETNAM COMPANY - COMPLETE DISSOLUTION
1. The enterprise's legal representative shall send a dissolution request to the business registration agency within 05 working days from the date of payment of all debts of the enterprise.
2. After 180 days from the date of receipt of the decision on dissolution under Clause 3 of this Article, there are no opinions on the dissolution from the enterprise or objections from related parties in writing or within 05 days. working from the date of receiving the dissolution dossier.
The business registration authority updates the legal status of the enterprise on the National Business Registration Database.
NOTE: Enterprises can perform STEP 1 and STEP 2 in parallel
FORM OF DISCLOSURE OF VIETNAM COMPANY
Dissolution of Representative Office. Business Location Dissolution. Enterprise Dissolution of Branches.
For a free consultation on the procedure of TEMPORARY DISCLOSURE OF VIETNAM COMPANY, please contact ABA VISA by Hotline 0938165817
