Business dissolution procedures: Detailed instructions

Business dissolution procedures is an important process that helps businesses legally terminate operations, avoid risks, and protect the rights of related parties. Following correct procedures not only helps to quickly dissolve but also limits disputes, creating favorable conditions for future business activities. Follow the article below for more details.

Cases of business dissolution

According to the provisions of Clause 1, Article 207 of the Law on Enterprise 2020, enterprises are dissolved in the following cases:

• End of the operating term stated in the company charter without a decision to extend;
• According to the resolutions and decisions of the business owner for private enterprises, of the Board of Members for partnerships, of the Board of Members and company owner for limited liability companies, and of the General Meeting of Shareholders for joint stock companies;
• The company no longer has the minimum number of members as prescribed by the Law on Enterprise 2020 for a period of 06 consecutive months without carrying out procedures for converting the business type;
• The Certificate of Business Registration has been revoked, unless the Law on Tax Administration has other provisions.

Business dissolution records

According to the provisions of Article 210 of the Law on Enterprises 2020, Article 70 of Decree 01/2021/ND-CP, the application for enterprise dissolution registration includes the following documents:

Documents announcing enterprise dissolution

Documents for notification of enterprise dissolution include:

1. Notice of enterprise dissolution according to Form Appendix II-22 Circular 01/2021-TT-BKHDT;
2. Resolutions and decisions on dissolution of enterprises;
3. Debt settlement plan (if any).

Application for enterprise dissolution registration

Dossier to register for enterprise dissolution includes:

1. Notice of enterprise dissolution according to Form Appendix II-22 Circular 01/2021-TT-BKHDT;
2. Report on liquidation of corporate assets; List of creditors and paid debt amounts: including payment of debts related to taxes, social insurance, health insurance, and unemployment insurance for employees after dissolution of the enterprise (if any);
3. Seal and seal sample certificate (if any) or seal recovery certificate (in case of seal registration with the Police Department);
4. (Copy) Business registration certificate;
5. Authorization document for the authorized representative;
6. (Copy) Personal legal documents of the representative (or authorized representative) including ID card/passport…

In addition, the application may require additional:

• Confirmation from the Bank where the business opened the account that the account has been settled (in case the bank account has not been opened, there must be a written commitment not to open an account and not owe any debt at any bank or individual organization);
• Documents proving that the enterprise has posted a dissolution announcement according to regulations;
• Notice from the Tax Authority on tax payment (in case tax has not been registered, there must be a written confirmation from the Tax Authority);
• For businesses with branches, the representative office must submit the dissolution documents of the branch or representative office.

Business dissolution procedures

Pursuant to the provisions of Article 70 and Article 71 of Decree 01/2021/ND-CP, business dissolution procedures include the following steps:

Step 1: Prepare documents as mentioned above:

Within 07 working days from the date of passing the resolution or decision on dissolution, the enterprise shall send a notice of dissolution to the Business Registration Office where the enterprise’s head office is located. Accompanying the notice must be the following documents:

• 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).

Step 2: Submit documents to the Business Registration Office where the enterprise is headquartered:

Within 01 working day from the date of receiving notice of business dissolution, the Business Registration Office must post the submitted enterprise documents and notify the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal, change the legal status of the enterprise in the National Enterprise Registration Database to the state of undergoing dissolution procedures and send information about the enterprise’s dissolution to the Tax Authority.

Enterprises carry out procedures to fulfill tax obligations with Tax Authorities according to the provisions of the Law on Tax Administration.

Step 3: Enterprises submit dissolution registration documents to the Business Registration Office where the enterprise is headquartered:

Within 05 working days from the date of payment of all debts of the enterprise, the enterprise sends the enterprise dissolution registration application to the Business Registration Office where the enterprise is headquartered.

Before submitting the enterprise dissolution registration application, the enterprise must carry out procedures to terminate the operation of the enterprise’s branch, representative office, or business location at the Business Registration Office where the branch, representative office, or business location is located.

After receiving the application for enterprise dissolution registration, the Business Registration Office sends information about the enterprise’s dissolution registration to the Tax Authority.

Within 02 working days from the date of receiving information from the Business Registration Office, the Tax Authority shall send comments on the completion of the enterprise’s tax payment obligation to the Business Registration Office.

Within 05 working days from the date of receipt of the enterprise dissolution registration dossier, the Business Registration Office will change the legal status of the enterprise in the National Business Registration Database to dissolved status if it does not receive a refusal from the Tax Authority, and at the same time issue a notice of dissolution of the enterprise.

After 180 days from the date the Business Registration Office receives the notice enclosed with the enterprise’s resolution or dissolution decision, if the Business Registration Office does not receive the enterprise’s dissolution registration dossier and written objections from the relevant parties, the Business Registration Office will change the legal status of the enterprise in the National Database on Business Registration to a dissolved state, send information about the enterprise’s dissolution to the Tax Authority, and issue a notice of dissolution of the enterprise within 03 working days from the end of the above period.

Step 4: In case the enterprise cancels the dissolution decision:

Within 180 days from the date of receiving the notice attached to the dissolution resolution or decision and the Business Registration Office has not changed the legal status of the enterprise to the dissolved state in the National Business Registration Database, if the enterprise does not continue to dissolve, the enterprise shall send a notice of cancellation of the resolution or dissolution decision to the Business Registration Office where the enterprise is headquartered.

Accompanying the notice must be a resolution and decision of the company owner for a one-member limited liability company, of the Board of Members for a limited liability company with two or more members, a partnership, and of the General Meeting of Shareholders for a joint stock company on the cancellation of the resolution or decision on dissolution.

Within 03 working days from the date of receiving notice of cancellation of resolutions and decisions on dissolution of enterprises, the Business Registration Office must post the notice and resolution and decision on cancellation of resolutions and decisions on dissolution of enterprises on the National Information Portal on business registration, restore the legal status of enterprises on the National Information System on enterprise registration and send information on cancellation of resolutions and decisions on dissolution of enterprises to the Tax Authority.

Step 5: Return the stamp:

For enterprises using seals issued by the police, the enterprise is responsible for returning the seal and the Certificate of seal sample registration to the police according to regulations when completing dissolution procedures.

Full package business dissolution service in Long Phan

The service of carrying out business dissolution procedures at Long Phan supports businesses in completing procedures quickly and in accordance with the law, helping businesses terminate legal operations, avoid risks and ensure the rights of related parties.

Our services include:

• Determine dissolution conditions;
• Consulting on debts and financial obligations that need to be handled before dissolution;
• Draft complete dissolution documents, represent the customer to submit the documents to the Business Registration Office – Department of Planning & Investment and monitor the approval process;
• Advice on paying debts in the correct order of priority;
• Support businesses in working with tax authorities, social insurance, banks, and suppliers to handle debts;
• Perform finalization of corporate income tax, value added tax and related taxes;
• Support businesses to submit tax code registration documents at the Tax Department;
• Instructions on procedures for closing bank accounts and returning business seals (if any);
• Monitor the application processing process at the Department of Planning & Investment;
• Receive the results confirming the dissolution of the business and hand it over to the customer;
• Support in resolving issues that arise after dissolution (if any).

Correct business dissolution procedures help businesses terminate legal operations, avoid disputes and ensure the rights of related parties. Long Phan provides comprehensive consulting and support services, helping businesses easily dissolve. Contact the hotline 0906735386 immediately for detailed advice!