Business suspension in Vietnam

When the operation of an enterprise has to face so many problems and difficulties that it can not continue to run on, business suspension is a consideration if the enterprise do not want to dissolve. In general, the process of making a business suspension is easier to do than stopping the business completely (dissolving). The following article will be more specific about the business documents to be prepared and steps to suspend business procedures in Vietnam.

A dossier should includes:

• A notification of enterprise suspension
• The decision and legitimate copy of the minutes of meeting of the Board of members (if the enterprise is a multi-member limited liability company), the company’s owner (if the enterprise is a single-member limited liability company), the Board of Directors (if the enterprise is a joint-stock company), or general partners (if the company is a partnership)

The procedures:

• The enterprise must send a notification to the business registration office and tax office at least 15 days before suspension. The notification should content:
  • Name, address of the premises, taxpayer identification number (TIN);
  • Suspension period, beginning date and ending date of the suspension;
  • Reasons for suspension.
• The suspension period must not exceed one year. If the enterprise is still suspended after this period, another notification must be sent to Business Registration Office and tax office. The total duration of continuous suspension must not exceed two year.
• After receiving the dossier from the enterprise, the business registration office shall process the dossier within 03 working days to produce the results:
  • A written certification of the enterprise’s business registration of business suspension if the dossier is valid;
  • Notice of amendment and supplementation of the dossier if the dossier is not valid.
• There is no fee for this procedure.

Notes:

• On tax obligation, there are some points the enterprise should notice:
  • If the taxpayer’s business is suspended and tax is not incurred, the tax declaration for the suspension period might not be submitted. If the taxpayer’s business is not suspended the whole calendar year or tax year, the annual terminal declaration must be submitted.
• During the suspension period, the enterprise shall pay outstanding tax, keep paying its debts, executing contracts with customers and employers, unless otherwise agreed among the enterprise, its creditors, customers, and employees.
• The total duration of continuous suspension must not exceed two year. Therefore, after two-year suspension, the enterprise must either go into operation or dissolve. The enterprise shall have its Certificate of Business registration revoked if its business operation is suspended for 01 year without notifying the business registration authority and tax authority.
• In case the enterprise resumes its business before the notified date, it must notify the business registration office and tax authority at least 15 days before operating.