Notification of Cancellation of Resolution or Decision on Enterprise Dissolution

The notification of cancellation of resolution or decision on enterprise dissolution is a procedure aimed at restoring enterprise operations when there is a change in the dissolution policy. Proper execution ensures enterprises avoid risks and that information is timely updated on the business registration system. This article by Long Phan Consulting Company clarifies the sequence, dossier, and competent authority for this procedure.

Conditions for Implementation

Based on Point l, Subsection 42, Part II of Decision No. 2354/QD-BTC dated July 3, 2025, enterprises must meet the following conditions:

1. Personal Data Declaration: Applicants with a Personal Identification Number (PIN) must declare personal details (name, DOB, gender, PIN) and agree to share data from the National Population Database. Declared info must match the database; discrepancies must be corrected by the individual.
2. Document Presentation:

• Paper submission: Present ID Card, Citizen ID Card, or use Electronic Identity. If no PIN, provide a copy of the Passport or valid equivalent.

• No PIN cases: Dossiers requiring personal info declaration (owners, members, shareholders, representatives) must include copies of Passports or valid equivalents.

1. Database Disconnection: If the connection between the Business Registration and Population databases is interrupted, copies of ID cards/Passports for all relevant individuals must accompany the dossier.
2. Submission Requirements:

•  Direct/Postal: Dossiers are accepted if they include all documents per Decree 168/2025/ND-CP, the enterprise name is on the request form, the applicant’s phone number is provided, and fees are paid.

• Online: Electronic documents must fully declare content like paper forms. Info on the National Portal must be accurate. Phone/email must be provided. The dossier must be digitally signed or authenticated by the competent person or authorized representative.

Competent Authority

Based on Point e, Subsection 42, Part II of Decision No. 2354/QD-BTC, the authority to handle the notification of cancellation of resolution or decision on enterprise dissolution lies with:

• Business Registration Office (Provincial Department of Finance): For enterprises/branches/offices within the province (excluding High-Tech Zones).
• Management Board of High-Tech Zones: For entities located within High-Tech Zones.

Collectively referred to as the Provincial Business Registration Agency.

>>>See more at: Cases where there is a right to request the cancellation of a resolution of the General Meeting of Shareholders

Required Dossier Components

According to Subsection 41, Part II of Decision No. 2354/QD-BTC, the dossier includes:

1. Notification: Notice on the cancellation of the dissolution resolution/decision (Form No. 31, Appendix I of Circular 68/2025/TT-BTC).
2. Resolution/Decision: Document from the owner (Private Enterprise/Single-member LLC), Members’ Council (Multi-member LLC/Partnership), or General Meeting of Shareholders (JSC) regarding the cancellation.

Authorization Documents (if applicable):

• Individual: Authorization letter (notarization not required).
• Organization: Copy of authorization contract and introduction letter/assignment document.
• Postal Service: Copy of the sending receipt with signatures.
• Non-Public Postal Service: Authorization contract and introduction letter.

Note: Electronic authentication is required for online submissions. If interrupted, the authorizer authenticates post-issuance. Without an electronic ID account, copies of ID papers are required.

Procedural Sequence

Based on Point a, Subsection 41, Part II of Decision No. 2354/QD-BTC:

1. Direct or Postal Submission:

• Timeframe: Within 180 days from the date the Business Registration Agency received the initial dissolution decision, and provided the status has not changed to “Dissolved”, the enterprise sends the notification.
• Processing: Within 01 working day of receipt, the Agency posts the notification on the National Portal, restores the legal status to “Active” on the National Database, and updates the Tax Authority.

2. Online Submission:

• Process: The applicant logs in, declares info, uploads documents, digitally signs/authenticates, and pays fees on the National Portal.
• Authentication: Authorizer and authorized person must authenticate electronically.
• Result: The applicant receives an electronic receipt and appointment.
• Approval: If valid, the Agency grants registration and notifies the enterprise. If invalid, a notice to amend/supplement is sent online.

Long Phan Consulting Services

Long Phan Consulting Company offers comprehensive legal solutions to restore business operations quickly. Our services include:

1. Legal Review: Assessing the feasibility of cancelling dissolution based on records and statutory deadlines; drafting compliant Resolutions and Notifications.
2. Representation: Creating accounts, online declarations, digital signing, submission, and tracking; directly handling explanations or amendments.
3. Post-Procedure Consulting: Assisting with tax reports for reactivation and advising on compliance to avoid risks from the previous dissolution interruption.

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

Common Inquiries

Exceeding the 180-Day Limit

No. The enterprise can only notify cancellation within 180 days from the date the Agency received the initial dissolution notice. Beyond this, other complex procedures apply.

Restoring “Dissolved” Status

No. Once the status on the National Database is “Dissolved”, the legal entity has ceased to exist and cannot be restored.

Tax Code Restoration Automatic.

The interlinked mechanism updates the Tax Authority automatically when the Business Registration Agency restores the “Active” status. No separate paper application to the tax authority is needed unless specific tax violations exist.

Notarization of Authorization Letter

No. Notarization is not mandatory for individual authorization letters, but a copy of the authorized person’s ID is required. (Legal Basis: Article 12, Decree 168/2025/ND-CP).

Processing Time 01 working day

from the receipt of a valid dossier. (Legal Basis: Subsection 41, Part II, Decision No. 2354/QD-BTC).

Submitting Original Certificate

No. This is a notification procedure, not a re-issuance, so the original Business Registration Certificate is not required unless requested for comparison.

Conclusion

The notification of cancellation of resolution or decision on enterprise dissolution demands absolute dossier accuracy and strict time compliance. Long Phan Consulting Company is ready to support clients professionally. Contact Hotline 1900.63.63.89 for immediate assistance.

>>> See more at:

• Procedures for announcing dissolution for limited liability companies
• Closing the Tax ID Number for Foreign Investors
• Procedures for dissolution of branches of joint stock companies