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DOCUMENTS AND PROCEDURES FOR DISSOLUTION OF FOREIGN-INVESTED ENTERPRISE
Compared to the procedures for establishing an FDI company , dissolving a foreign-invested enterprise will be much more complicated because of many time records, declaration documents, fulfillment of obligations, etc. If foreign enterprises do not understand Vietnamese law will have difficulty implementing it because of the complexity of legal regulations. The article below Siglaw will provide you with information about the conditions and procedures for dissolution of foreign-invested enterprises.
- Cases of enterprises with foreign capital being dissolved
Cases of dissolution:
- End of the operating term stated in the company charter without a decision to extend further
- Within 6 consecutive months, the company does not have enough members but also does not carry out procedures to change the type of business
- Business registration certificate revoked
- According to the resolutions and decisions of:
- Business owner of private enterprise
- Board of members with partnership company
- Board of members, company owners with limited liability company
- General meeting of shareholders with joint stock companies
- Documents for dissolution of foreign-invested enterprises
Note: Before submitting this application, the enterprise needs to carry out procedures for terminating the operation of branches, representative offices , and business locations at the Business Registration Office where the branch or representative office is located. business location. Documents for dissolution of foreign-invested enterprises include:
- Notice of enterprise dissolution
- Report on liquidation of business assets, list of creditors and paid debts (tax debts, social insurance payments, health insurance, unemployment insurance for employees (if any)
- Order and procedures for dissolution of foreign-invested enterprises
Before the enterprise is dissolved, the foreign-invested enterprise needs to ensure payment of all debts and other property obligations and is not in the process of resolving disputes at Court or Arbitration. Managers and enterprises whose Enterprise Certificates are revoked (except for other provisions in the Law on Tax Administration) must be jointly responsible for the debts of the enterprise. Therefore, within 5 days, after paying all debts, the representative sends the dissolution file of the foreign-invested enterprise to the Business Registration Authority.
Step 1. Pass resolutions and decisions on dissolution of foreign-invested enterprises
Contents of resolutions and decisions:
- Name and address of the enterprise’s headquarters
- Reason for dissolution
- Term, procedures for liquidating contracts and paying debts of the enterprise
- Plan for handling obligations arising from labor contracts
- Full name and signature of the private enterprise owner, company owner, chairman of the Board of members, chairman of the Board of Directors.
Step 2. The business owner, owner, and Board of Directors directly organize the liquidation of business assets
Step 3. From the date of passing the resolution, dissolution decision and meeting minutes, within 7 days, must be sent to the Business Registration Office where the enterprise is headquartered and the employees. After 1 day, resolutions, decisions, and debt settlement plans (if any) must be posted on the National Information Portal for business registration that is in the process of dissolution and publicly posted at the head office. representative offices, business branches. The Business Registration Office sends information about dissolution to the tax authority.
If there are still unpaid financial obligations, the debt payment plan must be sent to creditors, people with related rights, obligations and interests, along with a resolution or decision on dissolution.
Step 4. After receiving the resolution or decision on dissolution, within 180 days, if no dissolution documents are received from the enterprise or objections from relevant parties, the business registration agency must notify the status. Enterprises go to the National Information Portal.
If the enterprise has paid all debts and within 5 days, there is no further opinion or the tax authority does not refuse, then from the date of receipt of the dissolution dossier, the Business Registration Authority will update the legal status. Enterprises go to the National Information Portal to a dissolved state.
- Note in the case of dissolution if the enterprise’s Business Registration Certificate is revoked or according to a court decision
- After 1 working day from the date of issuance of the decision to revoke the Certificate of Business Registration or receipt of the Court decision, which has taken legal effect. The Business Registration Office posts the decision and notices the status of the enterprise undergoing dissolution procedures to the National Business Registration Portal and sends information to the Tax Authority. Within 180 days, if there is no opinion, the legal status can be changed to an enterprise.
- In the case of 5 days after paying all debts, the business representative sends the enterprise dissolution registration application to the Business Registration Office where the enterprise is headquartered. After receiving the dossier, the Business Registration Office sends information to the Tax Authority. Within 5 days, the legal status of the enterprise will be changed if there are no further comments.
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