Procedures for announcing dissolution for limited liability companies

Procedures for announcing dissolution for limited liability companies is an important step to help businesses officially terminate their legal status in a legal and transparent manner. Implementing the correct process not only helps avoid legal risks and disputes with creditors and tax authorities, but also creates favorable conditions for investors to reorient their business strategies or convert to a more suitable form of operation.

Dissolution conditions for one-member limited liability companies

Article 207 of the Law on Enterprise 2020, if a one-member limited liability company wants to dissolve, it must simultaneously meet the following two conditions:

• Ensuring payment of all debts and other property obligations: The condition is to ensure payment, not that all debts and property obligations have been paid. This means that the company may not have paid all its debts but has a plan to ensure debt payment.
• One-member LLC is not in the process of resolving disputes in Court or Arbitration: Disputes here may be contract disputes, labor disputes or other disputes related to the company’s operations. If the company is in the process of resolving a dispute, dissolution will not be affected until the dispute is resolved.

Thus, a limited liability company must fully meet the above two conditions to be able to carry out business dissolution procedures.

>>>See more: How to handle debts when dissolving a business?

Procedures for announcing dissolution for limited liability companies

To proceed with enterprise dissolution, a limited liability company must notify the tax authority and business registration authority in accordance with legal procedures. Specifically, the regulations are as follows:

For tax authorities

Documents and procedures for notification of dissolution at the tax authority are carried out as follows:

Documents need to be prepared

Before carrying out the procedure to deactivate the tax code, the enterprise must conduct tax finalization. The tax finalization dossier includes:

• Corporate income tax finalization declaration according to form No. 03/TNDN issued with Circular 80/2021/TT-BTC.
• Annual financial statements or financial statements up to the time of the decision to dissolve the enterprise.
• Some other related documents (if any) such as results of production and business activities, loss transfer, corporate income tax incentives,…

Accordingly, businesses must complete their obligations before deactivating their tax codes as prescribed in Article 15 of Circular 86/2024/TT-BTC, including:

• Fulfill invoice obligations according to the law on invoices (cancel unused invoices, notify that invoices are no longer valid).
• Complete the obligation to submit tax declarations, pay taxes and handle overpaid tax amounts and non-deducted value added tax amounts (if any).

According to the provisions of Article 39 of the Law on Tax Administration 2019 and the provisions of Article 14 of Circular 86/2024/TT-BTC, when carrying out dissolution procedures, a one-member limited liability company needs to prepare documents to terminate the validity of its tax code, including:

• Document requesting invalidation of tax code according to form No. 24/DK-TCT issued with Circular 86/2024/TT-BTC.
• Copy of the company owner’s decision to dissolve the enterprise.
• In case an enterprise has its business registration certificate revoked, it is necessary to submit a copy of the business registration agency’s decision to revoke the business registration certificate.

For a managing unit with dependent units, all dependent units must complete the procedure to deactivate the tax code before terminating the tax code of the managing unit.

Procedures and deadlines for resolution

Procedures for invalidating tax codes for one-member limited liability companies are as follows:

Step 1: Tax finalization

According to the provisions of Clause 5, Article 39 of the Law on Tax Administration 2019, before carrying out dissolution procedures at the business registration agency, enterprises must finalize taxes and notify the termination of tax code validity to the directly managing tax agency to fulfill tax payment obligations.

In case an enterprise is discovered to have not completed its tax obligations, owes tax, lacks tax declarations, financial reports, etc., the tax administration agency will notify the enterprise to complete additional payment or fine for administrative violations before notifying the business registration agency.

Step 2: Submit application to terminate tax code validity

After completing tax obligations, the enterprise submits the application for tax code termination to the directly managing tax agency within 10 working days from the date of the document terminating operations or business activities, according to the provisions of Clause 6, Article 39 of the Law on Tax Administration 2019.

Step 3: Review the application for tax code termination

After receiving the application for tax code termination, the tax authority will check the fulfillment of the enterprise’s tax obligations. If the enterprise has fulfilled its tax obligations, the tax authority will confirm the completion of the tax obligation and notify the business registration authority.

According to the provisions of Article 70 of Decree 01/2021/ND-CP, within 02 working days from the date of receiving information from the Business Registration Office, the Tax Authority sends comments on the completion of the enterprise’s tax payment obligation to the Business Registration Office.

The enterprise’s tax code will not be used in economic transactions from the date the tax authority announces its termination, and the expired tax code cannot be reused, according to the provisions of Points a and b, Clause 3, Article 39 of the Law on Tax Administration 2019.

>>>See more: What documents are required to announce dissolution of a joint stock company?

For business registration agencies

Documents and procedures for notification of dissolution at the business registration agency include the following 2 cases:

In case the enterprise decides to dissolve

According to the provisions of Article 208 of the Law on Enterprise 2020 and Article 70 of Decree 01/2021/ND-CP, procedures for enterprise dissolution in cases where the enterprise decides to dissolve on its own are carried out as follows:

Step 1: Pass resolution and decision to dissolve the enterprise

Resolutions and decisions on enterprise dissolution must include the following main contents:

• Name and address of the enterprise’s headquarters;
• Reason for dissolution;
• Time limit and procedures for contract liquidation and debt payment;
• Plan for handling obligations arising from labor contracts;
• Full name, signature of the company owner.

Step 2: Send notice of enterprise dissolution

Within 07 working days from the date of passing the resolution or decision on dissolution, the enterprise shall send notice of dissolution to:

• Business Registration Office where the enterprise’s head office is located;
• Tax authorities;
• Employees in the enterprise.

Notice of enterprise dissolution must be accompanied by the following documents:

• Resolution or decision of the company owner on dissolution of the enterprise;
• Debt settlement plan (if any).

Step 3: The Business Registration Office posts information

Within 01 working day from the date of receiving notice of enterprise dissolution, the Business Registration Office shall:

• Upload documents on the National Business Registration Portal;
• Notification of the status of the enterprise undergoing dissolution procedures;
• Change the legal status of the enterprise to “under dissolution procedures”;
• Send information about the dissolution of the enterprise to the Tax Authority.

Step 4: Pay debts

Enterprises must pay debts in the following order:

• Salary debts, severance pay, social insurance, health insurance, unemployment insurance and other employee benefits;
• Tax debt;
• Other debts.

Step 5: Submit application for enterprise dissolution registration

Within 05 working days from the date of payment of all debts, the enterprise sends the application for enterprise dissolution registration to the Business Registration Office. Profile includes:

• Notice of enterprise dissolution;
• Report on liquidation of corporate assets;
• List of creditors and paid debts, including payment of all tax debts and insurance premiums.

Important note: Before submitting the enterprise dissolution registration application, the enterprise must carry out procedures to terminate the operation of branches, representative offices, and business locations (if any) according to the provisions of Article 72 of Decree 01/2021/ND-CP.

Step 6: The Business Registration Office processes the dissolution documents

After receiving the application for enterprise dissolution registration, the Business Registration Office:

• Send information about the enterprise’s dissolution registration to the Tax Authority;
• Within 05 working days from the date of receipt of the dossier, the Business Registration Office will change the legal status of the enterprise to “dissolved” if it does not receive a refusal from the Tax Authority;
• Issue a notice of dissolution of the enterprise.

Note: In special cases, after 180 days from the date the Business Registration Office receives the notice attached with the resolution or decision on dissolution without receiving the dissolution registration dossier and without written objections from the relevant party, the Business Registration Office will:

• Change the legal status of the enterprise to “dissolved” status;
• Send information about the dissolution of the enterprise to the Tax Authority;
• Issue notice of dissolution of the enterprise within 03 working days.

If within 180 days the enterprise does not continue to dissolve, the enterprise can send a notice of cancellation of the dissolution resolution or decision to the Business Registration Office.

In case an enterprise has its business registration certificate revoked

According to the provisions of Article 209 of the Law on Enterprise 2020 and Article 71 of Decree 01/2021/ND-CP, procedures for dissolution of an enterprise in case of revocation of the Business Registration Certificate or according to a Court decision are carried out as follows:

Step 1: Announce dissolution information

Within 01 working day from the date of issuance of the decision to revoke the Certificate of Business Registration or receipt of a legally effective Court decision, the Business Registration Office:

• Post the decision and notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal;
• Change the status of the enterprise to “under dissolution procedures”;
• Send information about enterprise dissolution to the Tax Authority.

Step 2: Make a decision to dissolve

Within 10 days from the date of receiving the decision to revoke the Certificate of Business Registration or the legally effective Court decision, the enterprise shall issue a decision to dissolve.

Step 3: Notice of dissolution decision

Resolutions, dissolution decisions and copies of the decision to revoke the Business Registration Certificate or the Court’s decision must be sent to:

• Business registration agency;
• Tax authorities;
• Employees in the enterprise.

Resolutions and decisions on dissolution must be publicly posted in the following ways:

• Send the dissolution decision and a copy of the decision to revoke the Business Registration Certificate/Court decision to the Business Registration Authority, tax authority and employees in the company;
• Publicly post the dissolution decision at the company’s headquarters, branches, and representative offices;
• If required to publish in newspapers, the company must publish the dissolution decision in at least 01 print/electronic newspaper for 03 consecutive issues;
• Send the dissolution decision and debt settlement plan to creditors and people with relevant rights and obligations.

Step 4: Pay debts

Enterprises must pay debts in the order of priority as stated above.

Step 5: Submit application for enterprise dissolution registration

Within 05 working days from the date of payment of all debts of the enterprise, the legal representative of the enterprise shall submit the application for dissolution of the enterprise to the Business Registration Office.

Documents, order, and procedures for registering dissolution of an enterprise are similar to the case in which the enterprise decides to dissolve itself.

Step 6: Processing after 180 days

After 180 days from the date the Business Registration Office announces the status of the enterprise undergoing dissolution procedures without receiving the dissolution registration dossier and there is no objection, the Business Registration Office will:

• Change the legal status of the enterprise to “dissolved” status;
• Send information about the dissolution of the enterprise to the Tax Authority;
• Issue notice of dissolution of the enterprise within 03 working days.

Above is the entire content of the procedures for dissolution of a limited liability company that businesses need to follow when falling into cases of enterprise dissolution.

>>>See more: Dissolution of foreign invested company: Conditions & Procedures.

Consulting services for announcing dissolution for limited liability companies at Long Phan Consulting Company

Long Phan Consulting Company provides comprehensive consulting services on procedures for dissolution of limited liability companies, helping businesses follow the correct process, saving time and costs. We provide professional business dissolution consulting services including:

• Consulting to ensure conditions for dissolution;
• Support and advice on handling problems related to payment order;
• Support in resolving legal problems arising during the dissolution process;
• Draft complete legal documents as required by state agencies;
• Authorized representative submits documents and works with business registration agencies, tax authorities and relevant parties;
• Receive results and hand them over to the business.

Long Phan Consulting Company is committed to supporting LLC owners in properly implementing the dissolution process, ensuring legal compliance and protecting the legal rights of the business.

Some frequently asked questions about procedures for announcing the dissolution of a one-member limited liability company

We would like to provide you with some common questions related to the procedure for announcing the dissolution of a one-member limited liability company.  Please refer!

How long does it take for the Business Registration Office to update the company’s dissolution status?

The Business Registration Office will update the dissolution status of the limited liability company on the National Business Registration Database within 180 days from the date of receipt of the owner’s dissolution decision without receiving written comments or objections from the relevant parties, or within five working days from the date of receipt of complete and valid dissolution documents.

In the exact case of dissolution due to revocation of the Business Registration Certificate, what is the first step?

The first step is precisely the business registration authority to recall the Business registration certificate of a limited liability company.

What exact information must be included in a public notice of corporate dissolution?

The public notice must accurately state the name and tax identification number of the company, the reason for dissolution, the date the dissolution process began, and contact information for the person or organization responsible for resolving matters related to the dissolution.

What is the exact deadline to submit dissolution documents to the Business Registration Office after all debts are paid?

The dissolution dossier must be submitted accurately to the Business Registration Office where the company has its head office within five working days from the date all debts have been fully paid.

What exactly are the consequences if a dissolved company is found to owe unpaid debts?

The relevant managers and the company (in case of dissolution due to revocation of the certificate) shall be jointly liable for the unpaid debts of the dissolved company.

What exact measures need to be taken in respect of existing contractual obligations during the winding up process?

The Company must carefully review all existing contractual obligations and take appropriate steps to perform, terminate or transfer these obligations in accordance with the terms of the contracts and relevant legal provisions during the dissolution process.

Above are some questions surrounding the procedure for announcing the dissolution of a one-member limited liability company. We hope that the above answers have partly answered your questions about this issue and helped you feel more confident when performing this procedure. Thank you!

Conclude

The dissolution announcement procedure for a limited liability company requires strict compliance with legal regulations and implementation in the correct order and time limit. Customers can do it themselves or use professional consulting services to ensure the dissolution process goes smoothly and legally. Please contact Long Phan Consulting Company immediately via the hotline 1900636389 for support in resolving all issues related to business dissolution in the most effective way.