Consulting Service for Dissolving Company/Business in Vietnam

Dissolving a company is a legal procedure to end the existence of a business as well as terminate the legal status of the business. The dissolution procedure is not too complicated, but many subjects do not fully understand the provisions of the law, so the implementation is difficult. Therefore, Viet An Law provides consulting service for dissolving company/business in Vietnam to support businesses in winding up their businesses.

Cases of company/business dissolution

Pursuant to the provisions of Enterprise Law 2020, a business is dissolved in the following cases:

Voluntary dissolution

• The term of operation stated in the company charter ends without a decision to extend;
• Pursuant to the resolution or decision of the business owner for private enterprises, of the Board of Members for partnerships, of the Board of Members or company owners for limited liability companies, of the General Meeting of Shareholders for joint stock companies;

Compulsory dissolution

• The company no longer has the minimum number of members for 06 consecutive months without completing procedures to convert the type of enterprise;
• The Enterprise Registration Certificate is revoked, except in cases where the Law on Tax Administration provides otherwise.

Conditions for dissolving / liquidating company

• The business can only be struck when it ensures payment of all debts and other financial obligations.
• The business is not in the process of resolving disputes in Court or Arbitration.

Domestic business dissolution dossiers

Pursuant to Clause 1, Article 210 of Enterprise Law 2020, the enterprise dissolution dossier includes the following documents:

• Notice of business dissolution;
• Report on liquidation of business assets;
• List of creditors and paid debts, including payment of all tax debts and debts for social insurance, health insurance, and unemployment insurance for employees after the decision to wind up of company, if any.

Procedures for dissolving domestic businesses

In case of voluntary dissolution and dissolution when the business no longer has the minimum number of members

In case the enterprise has its Enterprise Registration Certificate revoked

Step 1: The business registration authority notifies the business that it is in the process of dissolving.

• The business registration authority must notify the status of the business undergoing dissolution procedures on the National Business Registration Information Portal, and at the same time, issue a decision to revoke the Enterprise Registration Certificate or the Court’s dissolution decision that has come into effect.

Step 2: The business convenes a meeting to decide on liquidation.

• Within 10 days from the date of receipt of the decision to revoke the Enterprise Registration Certificate or the Court’s decision taking legal effect, the business must convene a meeting to decide on liquidation.
• Send the dissolution decision and a copy of the decision to revoke the Enterprise Registration Certificate or the legally effective Court decision to the Business Registration Authority, tax authority, and employees of the enterprise.
• If the business still has unfulfilled financial obligations, it must send the dissolution decision along with a debt settlement plan to creditors and persons with related rights and obligations.

Step 3: Liquidate assets and pay debts

• Similar to voluntary dissolution mentioned above.

Step 4: Submit dissolution dossier

The business performs the following tasks:

• Confirm customs obligations
• Close tax code
• Submit company dissolution dossier to the Business Registration Office

Step 5: Update the legal status of the business on the National Database of Business Registration

Dissolving foreign company in Vietnam

The procedure for dissolving a foreign direct investment company (FDI company) is more complicated than that of a domestic company because it involves the Investment Registration Certificate, Investment Policy Approval (if any), and foreign investment reporting obligations. Therefore, the implementation of this procedure requires professional legal advice. For more information, please contact Viet An Law for quick and effective advice.

Business/company dissolution service fee

The fee for business liquidation services includes consulting on legal regulations related to company dissolution; drafting and submitting dissolution dossier; monitoring the process of processing dossier, performing procedures related to taxes, social insurance… In addition, there are some additional services according to customer needs.

The cost of winding up of company will vary depending on each case. For more information on service fees, please contact Viet An Law for detailed information.

Dossiers that clients need to provide when using consulting service for dissolving company/business in Vietnam of Viet An Law

• IRC, ERC;
• Tax finalization notice, tax code closure;
• Status of foreign investment reports of businesses (if any);
• Status of loans, financial debts, obligations to employees;
• Accounting vouchers and books;
• Special service for representative office of foreign trader;
• In addition, depending on each case, customers need to provide other documents such as official letters confirming no tax debt, no social insurance debt…

Above is the consulting content of Viet An Law on business dissolution. If you need to use consulting service for dissolving company/business in Vietnam, please contact Viet An Law for timely support.

Update: 8/2024