Cases of revocation of business registration certificates

Revocation of business registration certificates is a “death sentence” for any business. The consequences of this not only affect the business but also affect partners, customers and employees. To better understand this issue, let’s learn with Long Phan about the cases leading to license revocation and notes related to this issue.

Legal consequences of revocation of business registration certificates

Revocation of business registration certificates leads to serious legal consequences according to the provisions of the Law on Enterprises 2020. Then:

• The enterprise loses its legal status and no longer has the right to engage in business activities.
• The business registration agency issues a decision to revoke the license and delete the business name from the National Business Registration Information System.

According to Article 209 of theLaw on Enterprises 2020, enterprises whose business registration certificates are revoked must carry out dissolution procedures. The Board of members, the company owner or the Board of Directors must convene a meeting to decide on dissolution within 10 days from the date of receipt of the revocation decision.

Enterprises must pay debts, perform contracts and liquidate assets according to the provisions of Article 208 of the Law on Enterprises 2020. The legal representative is responsible for damage due to failure to perform or improper implementation. in accordance with regulations on dissolution of enterprises.

Cases of revocation of business registration certificates

Violation of regulations on entities establishing businesses

According to point b, clause 1, Article 212 of the Law on Enterprises 2020, an enterprise’s business registration certificate will be revoked if the enterprise is established by people who are prohibited from establishing enterprises according to the provisions of Clause 2, Article 17 of the Law on Enterprises 2020.

The business registration agency will handle it according to the provisions of Clause 2, Article 75 of Decree 01/2021/ND-CP. Specifically:

• For private enterprises, single-member LLCs owned by individuals: Issue a notice of violation and make a decision to revoke the business registration certificate;
• For limited liability companies with two or more members, joint stock companies and partnerships: Issue a notice requesting the enterprise to change members or shareholders who are not entitled to establish a business in a 30 day period. If the time limit passes and the business does not change, the Business Registration Office will issue a decision to revoke the business registration certificate.

The declared content in the business registration dossier is fake

According to Point a, Clause 1, Article 212 of the Law on Enterprises 2020, an enterprise will have its business registration certificate revoked if the declared content in the business registration dossier is fake.

The business registration agency handles it according to the provisions of Clause 1, Article 75 of Decree 01/2021/ND-CP. Specifically:

• For new business establishment registration documents that are fake, the Business Registration Office shall issue a notice of the enterprise’s violation and issue a decision to revoke the Business Registration Certificate;
• For registration dossiers to change business registration content or notice of change in business registration content that is fake, the Business Registration Office will handle as follows:

1. Issue a notice of violations by the enterprise;
2. Make a decision to cancel changes in the business registration content made on the basis of fake information and issue a Business Registration Certificate and a Certificate of change in the business registration content on the website. basis of the most recent valid records;
3. Request the business to re-do the application to be considered for issuance of the Certificate of Business Registration or Certificate of Change in Business Registration Content.

Cessation of business operations for 01 year without notice

According to Point c, Clause 1, Article 212 of the Law on Enterprises 2020, an enterprise’s business registration certificate will be revoked if the enterprise ceases business operations for 01 year without notifying the Business Registration Authority and the tax authority.

The business registration agency carries out revocation procedures as prescribed in Clause 3, Article 75 of Decree 01/2021/ND-CP. Specifically:

• The Business Registration Office issued a notice requesting the legal representative of the enterprise to come to the headquarters to explain;
• If more than 10 working days from the end of the time limit stated in the notice, the legal representative of the enterprise does not come to explain, the Business Registration Office will issue a decision to revoke the business registration certificate.

Failure to submit reports to the Business Registration Authority as required by law

According to Point d, Clause 1, Article 212 of the Law on Enterprises 2020, an enterprise will have its business registration certificate revoked if it does not send a report as prescribed in Point c, Clause 1, Article 216 of this Law to the Business Registration Authority in period of 06 months from the due date of submitting the report or making a written request.

The business registration agency carries out revocation procedures as prescribed in Clause 4, Article 75 of Decree 01/2021/ND-CP. Specifically:

• The Business Registration Office issued a notice requesting the legal representative of the enterprise to come to the headquarters to explain;
• If more than 10 working days from the end of the time limit stated in the notice, the legal representative of the enterprise does not come to explain, the Business Registration Office will issue a decision to revoke the business registration certificate.

Decision of the Court, request of the competent authority

According to Point dd, Clause 1, Article 212 of the Law on Enterprises 2020, enterprises have their business registration certificates revoked in other cases according to the decision of the Court or request of a competent authority according to the provisions of law.

The business registration agency carries out revocation procedures as prescribed in Clause 5, Article 75 of Decree 01/2021/ND-CP. Accordingly, the Business Registration Office issues a decision to revoke the business registration certificate according to a legally effective Court decision or at the request of a competent authority.

Preventive measures in case of license revocation

To prevent the business registration certificate from being revoked, businesses should note the following:

• Strictly comply with the provisions of the Enterprise Law 2020 and guiding documents;
• Declare truthful and accurate information when registering to establish a business and register to change the content of business registration;
• Notify the Business Registration Office where the enterprise is headquartered no later than 03 working days before the date of business suspension as prescribed in Article 206 of the Law on Enterprises 2020 and Article 66 of Decree 01/2021/ND -CP;
• Submit periodic reports on compliance with the provisions of the Enterprise Law 2020 to the Business Registration Office on time as prescribed;
• Fully fulfill tax obligations, social insurance, environmental protection and other obligations according to the provisions of law.

Consulting services on business license revocation

The revocation of business registration certificates is a serious issue, posing many potential legal risks for businesses. To proactively prevent and protect your rights, customers can use Long Phan’s professional consulting services. With a team of experienced experts, Long Phan will support customers in preventing and handling issues related to revocation of business registration certificates. Consulting services may include:

• Review compliance with laws on business registration and operations;
• Support in implementing procedures for notification of business suspension and resumption of operations;
• Consulting on preparing and sending reports according to regulations;
• Support explanations to competent state agencies;
• Consulting on procedures to restore the legal status of the business (if any).

Understanding the circumstances that lead to revocation of business registration certificates is extremely important. By proactively complying with the law and taking timely preventive measures, businesses can minimize risks and ensure stable business operations. If you need support during this process, do not hesitate to contact Long Phan via hotline 090.673.5386.