What documents are required to announce dissolution of a joint stock company?

Announce dissolution of a joint stock company is a mandatory legal procedure in the process of terminating business operations. This procedure plays a key role, helping the business registration agency update the business status and notify relevant state agencies. This article will provide information about business dissolution procedures to help businesses avoid legal risks and ensure the dissolution process goes smoothly.

What is enterprise dissolution?

Enterprise dissolution marks the end of the operations of a business entity. This process requires many strict legal procedures according to current corporate laws. Dissolution is not simply closing the company but also involves the responsibility to pay debts and divide remaining assets.

According to the current understanding, dissolution of a joint stock company is understood as the termination of its legal status through the process of liquidating assets, paying debts and dividing the remaining capital contribution after paying off all debts (if any). Dissolution comes from the proactive decision of the enterprise or due to a request from a competent state agency, while bankruptcy occurs when the enterprise loses its ability to pay and is declared bankrupt by the court.

When must the enterprise be dissolved?

Business dissolution does not always stem from business losses. In many cases, the company still operates effectively but for objective reasons must be dissolved. The Law on Enterprise 2020 clearly stipulates cases where businesses must be dissolved.

According to Clause 1, Article 207 of the Law on Enterprise 2020, a joint stock company must be dissolved in the following cases:

• At the end of the operating term stated in the company charter without a decision to extend;
• When the General Meeting of Shareholders passes the dissolution decision, reflecting the voluntary will of the shareholders;
• When the company no longer has the minimum number of members for a period of 06 consecutive months and does not carry out procedures for converting the business type;
• When the Business Registration Certificate is revoked.

In addition, according to Clause 2, Article 207 of the Law on Enterprises 2020, enterprises can only be dissolved when the following conditions are met:

• Pay off all debts and other property obligations;
• Not in the process of resolving disputes in court or arbitration.

These are mandatory conditions to ensure the rights of creditors and prevent businesses from taking advantage of dissolution to avoid responsibility for paying debts.

Documents required when announcing dissolution of a joint stock company

Announce dissolution of a joint stock company requires an accurate set of documents according to regulations. The process of preparing documents needs to strictly comply with the requirements to avoid multiple additions and modifications. Complete records will help the dissolution process take place quickly and effectively.

Pursuant to Clause 1, Article 70 of Decree 01/2021/ND-CP, the dossier to announce dissolution of a joint stock company includes:

• Notice of enterprise dissolution;
• Resolutions, decisions and meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and of the General Meeting of Shareholders for joint stock companies; Resolutions and decisions of the company owner for single-member limited liability companies on dissolution of the enterprise;
• Debt settlement plan (if any).

Note:

• In case the person performing the procedure is not the legal representative of the company, the application needs to be supplemented with a valid Power of Attorney and a copy of personal identification documents such as Passport, Identity Card or Citizen Identification Card of the authorized person.
• All documents must be submitted in 01 set at the Business Registration Office where the enterprise is headquartered.

>>> See more: Liquidating assets when dissolving a business: A-Z guide.

Procedure for dissolving a joint stock company

The procedure for dissolving a joint stock company as prescribed in Article 70 of Decree No. 01/2021/ND-CP includes many steps with strict requirements. This process requires accuracy and compliance with prescribed deadlines. The process of dissolving a joint stock company includes the following steps:

Step 1: Approve the dissolution decision, make a debt payment plan (if any)

The company must hold a General Meeting of Shareholders to approve the dissolution decision. This decision needs to be voted on and approved at a rate of over 65% of the total votes of shareholders attending the meeting in favor.

After that, the company established an Asset Liquidation Board to inventory, value and pay debts according to the principles of transparency and publicity.

Step 2: Notify the business registration agency

Within 07 working days from the date of approval of the dissolution decision, the enterprise must send the Notice of Dissolution and attached documents to the Business Registration Authority, tax authority, and employees in the company. At the same time, publicly listed at the company’s headquarters and branches according to Clause 1, Article 208 of the Law on Enterprise 2020.

After that, the company submits documents to announce dissolution in one of three forms:

• Online through the National Information Portal on business registration;
• Send by mail;
• Submit directly at the One-Stop Department of the Business Registration Office.

Step 3: Receive documents, and dissolve the enterprise

Within 01 working day from the date of receiving the notice, the Business Registration Office will change the legal status of the enterprise on the National Business Registration Portal to “under dissolution procedures” and send information to the tax authority.

After completing the payment of debts, the company submits dissolution documents according to the provisions of Article 71 of Decree 01/2021/ND-CP.

Within 05 working days from the date of receipt of complete and valid documents, the Business Registration Office will change the legal status of the enterprise on the National Business Registration Portal to “dissolved”.

Service to announce dissolution of a joint stock company at Long Phan Consulting Company

Dissolving a joint stock company requires a complex process with many strict legal requirements. Long Phan Consulting Company’s business dissolution support consulting services provide comprehensive solutions for this process. Long Phan Consulting Company offers a variety of professional services to help clients announce dissolution of a joint stock company, such as:

• Pre-dissolution consultation to assess the financial situation, debt and possibility of dissolution of the business;
• Consulting on conditions for dissolution of joint stock companies according to current regulations;
• Support in drafting records and documents in accordance with legal regulations;
• Support notification of dissolution decision to the Department of Planning and Investment;
• Business representatives work with competent state agencies;
• Consulting on reasonable debt settlement and asset liquidation plans, ensuring compliance with regulations on dissolution order and procedures;
• Post-dissolution consulting such as record keeping, seal cancellation, tax code closing.

Long Phan understands the common difficulties and problems when carrying out dissolution announcement procedures for joint stock companies. The company’s team of consultants always updates the latest changes in the law to provide accurate and timely advice to customers. Long Phan’s dissolution consulting service not only helps businesses complete dissolution procedures quickly but also ensures compliance with legal regulations.

Frequently asked questions

Below are frequently asked questions about announcing the dissolution of a joint stock company.

What are the consequences if a company neglects to publicize its dissolution?

Failure to give notice of dissolution may result in administrative penalties and may invalidate the dissolution process, potentially leaving the company and its representatives liable for unpaid obligations.

How does a company notify creditors of an upcoming ceasing of business operations?

The company must send written notice to all known creditors, detailing the decision to wind up, the deadline for filing claims, and contact information for the liquidation board or responsible individuals.

What responsibilities does the Asset Liquidation Committee assume during the liquidation process?

The asset liquidation board is responsible for inventorying the company’s assets, assessing their value, developing a debt repayment plan, managing the disposal of assets and representing the company in legal procedures related to dissolution.

Are there any tax obligations that need to be fulfilled during the process of winding up the company’s operations?

Yes, the company must complete all outstanding tax obligations, including filing a final tax return and receiving confirmation of completion of tax obligations from the tax authorities before the dissolution can be completed.

After paying all debts, how are remaining assets distributed to shareholders?

The remaining assets are distributed to shareholders according to their capital contribution ratio or as prescribed in the company charter, after all debts and dissolution costs have been paid.

What is the typical time for the entire company liquidation process?

The time can vary depending on the complexity of the company, the size of debts and the efficiency of administrative procedures, but it usually takes several months to more than a year.

Where was the announcement about the company’s termination of operations officially disseminated?

Notice of dissolution is usually published on the National Business Registration Portal and may also be required to be published in local newspapers or other official gazettes.

Is it possible to revoke the resolution to wind up the company’s activities after it has been declared?

In certain cases, if the dissolution process has not been completed and there is a legitimate reason, shareholders can revoke the dissolution decision through a resolution of the General Meeting of Shareholders.

Are there separate procedures for dissolving a foreign-invested joint stock company?

Yes, foreign-invested companies may be subject to additional regulations and procedures regarding investment licenses and approvals from relevant investment regulators.

Conclude

Announce dissolution of a joint stock company is a mandatory procedure according to the Law on Enterprise 2020, requiring strict compliance with procedures, documents and deadlines. To ensure the dissolution process goes smoothly, businesses need to master the legal regulations or seek professional consulting services. If you need support, please contact Long Phan Consulting Company via the hotline: 1900636389 for the most detailed and effective advice.