INSTRUCTIONS FOR DISSOLUTION OF
TWO MEMBER AND MORE COMPANY LIMITED
Figure 1. THINH TRI - Providing consulting services on company dissolution.
- Currently, the company dissolution process is regulated by the Enterprise Law 2020. With more than 10 years of establishment, THI TRI Law Firm is proud to be the leading law consulting firm in Vietnam in the field of Business Law. Karma. Below is the procedure for dissolving a limited liability company with two or more members.
OUTLINES
1. Cases and conditions for dissolution of a limited company under the Enterprise Law 2020.
2. Procedures for dissolution.
3. Profile composition.
4. Consulting service on dissolution of a limited liability company with two or more members – Thinh Tri Law.
- In order to carry out the procedures for company dissolution, according to the provisions of the Enterprise Law, a limited liability company with two or more members must fall into one of the following cases:
• The term of operation stated in the company's charter expires without a decision on extension;
• According to resolutions and decisions of the business owner for a private enterprise, of the Members' Council for a partnership, of the Members' Council, the company owner for a limited liability company, of the General Meeting of Shareholders for joint-stock companies;
• The company no longer meets the minimum number of members as prescribed by this Law for a period of 06 consecutive months without carrying out procedures for transformation of enterprise type;
• The Certificate of Business Registration is revoked, unless otherwise provided by the Law on Tax Administration.
(According to Article 207 of the Enterprise Law 2020)
- In addition, in order to carry out the procedures for dissolution of the company, the enterprise must also meet the following conditions:
- An enterprise may only be dissolved when it ensures payment of all debts and other property obligations and is not in the process of settling disputes at Court or Arbitration.The relevant manager and the enterprise specified at Point d, Clause 1 of this Article are jointly responsible for the debts of the enterprise.
- For enterprises using the seal issued by the police agency, the enterprise is responsible for returning the seal and certificate of seal sample registration to the police agency according to regulations when carrying out the dissolution procedures.
- Before carrying out the procedures for registration of enterprise dissolution, the enterprise must carry out the procedures for terminating the operation of its branches, representative offices and business locations at the Business Registration Office where the branch is located. Representative office, business location.
- In case you still have questions about the cases and conditions for the dissolution of the company, please call us immediately on the hotline 1800 6365 for a free consultation.
The procedures for enterprise dissolution in the case specified at Points a, b and c, Clause 1, Article 207 of the Law on Enterprises shall be carried out as follows:
- Step 1: Notify the dissolution of the enterprise to the Business Registration Office where the enterprise is headquartered.
- Within 07 working days since the date of adoption of the resolution or decision on dissolution specified in Clause 1, Article 208 of the Law on Enterprises 2020, the enterprise shall send a notice of the dissolution of the enterprise to the Business Registration Office where the enterprise is located. headquarters is located.
- Within 01 working day from the date of receipt of the notice of enterprise dissolution, the Business Registration Office must publish the documents specified in Clause 1, Article 70 of Decree No. 01/2021/ND-CP and notify the status of enterprises undergoing dissolution procedures on the National Enterprise Registration Portal, change the legal status of enterprises in the National Business Registration Database to the status of initiating procedures. procedures for dissolution and send information on the dissolution of the enterprise to the tax authority. Enterprises carry out procedures for fulfilling tax obligations with tax authorities in accordance with the provisions of the Law on Tax Administration.
- Step 2: After paying all debts, the enterprise submits the dissolution registration dossier 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 shall send the application for registration of dissolution of the enterprise to the Business Registration Office where the enterprise is headquartered.
- Before submitting the application for enterprise dissolution registration, the enterprise must carry out procedures to terminate the operation of its branch, representative office or business location at the Business Registration Office where the branch or office is located. representative office, business location.
- After receiving the enterprise dissolution registration dossier, the Business Registration Office shall send information about the enterprise's dissolution registration to the tax authority. Within 02 working days from the date of receipt of information from the Business Registration Office, the tax authority shall send comments on the fulfillment of the tax payment obligation of the enterprise to the Business Registration Office. Within 05 working days since the date of receipt of the application for registration of the enterprise dissolution, the Business Registration Office shall change the legal status of the enterprise in the National Enterprise Registration Database to the dissoluted state if may not receiving the tax authority's refusal, and concurrently issue a notice of the dissolution of the enterprise.
- After 180 days from the date the Business Registration Office receives the notice enclosed with the resolution or decision on dissolution of the enterprise, the Business Registration Office has not received the dissolution registration dossier of the enterprise and the opinion on the dissolution of the enterprise. With written objections from related parties, the Business Registration Office changes the legal status of the enterprise in the National Business Registration Database to the dissolved state, sends information on the dissolution of the enterprise to the tax authority, and at the same time issue a notice of dissolution of the enterprise within 03 working days from the end of the above-mentioned time limit.
- If you still have problems in applying for business dissolution, please call us via 1800 6365.
- According to the provisions of Article 210, the composition of the dossier for dissolution of a two-member limited liability company will include the following documents:
Figure 2: Components of the application file for dissolution of a limited liability company with two or more members.
- In case the enterprise authorizes another individual or organization to carry out the procedures for the dissolution of the company on its behalf, the composition of the application file will have to add a power of attorney.
Figure 3. THINH TRI Law Firm – Support all legal issues for clients.
- In order to answer the difficulties and questions of customers, as well as ensure the interests of customers in the process of dissolving the two-member limited liability company, We encourage customers to discuss and ask for support of professional attorneys. Currently, Thinh Tri Law provides a package service of registering the dissolution of a limited liability company with two or more members. With the consulting motto "Dedicated to serve", all your legal questions will be answered enthusiastically and thoughtfully by the company's experienced lawyers and legal experts.
- With a team of lawyers not only knowledgeable and fluent in the law but also know how to apply it to provide legal services in a beneficial direction, protect the legitimate rights and interests of customers. Our company always attracts and trains human resources to become lawyers with a warm heart, "clean" hands and a "cold" head with sharp legal thinking plus passion, persistence and compassion will provide you with the best quality legal services.
- Please contact us immediately via the toll-free hotline 1800 6365 for immediate advice on your issues.
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