Business settlement process

Cases in which business dissolution procedures can be carried out

• End of operation term stated in the company's charter without decision on extension;
• According to the decision of the business owner if a private enterprise, all partners if a partnership or the Members' Council and the company owner if a limited liability company; the shareholders' council 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 the procedures for transformation of enterprise type.

The order of carrying out procedures for dissolution of an enterprise is carried out in the following order:

Approving the decision to dissolve the enterprise:

An enterprise dissolution decision must contain the following principal details:

• Name and address of the head office of the enterprise;
• Reason for dissolution;
• Time limit and procedures for contract liquidation and debts payment of the enterprise; the time limit for debt payment and contract liquidation must not exceed 06 months since the date of the approval of the dissolution decision;
• The plan to handle obligations arising from the labor contract;
• Full name and signature of the legal representative of the enterprise.

Liquidation of corporate assets:

The owner of a private enterprise, the Members' Council or the company owner, or the Board of Directors shall directly organize the liquidation of the enterprise's assets, unless the company's charter said that they will establish of a separate liquidation organization themself. Send dossiers to enterprises and employees managing state agencies:

• Send to the Planning and Investment department: carry out the procedures for announcing the enterprise dissolution;
• Send it to the customs office for customs clearance procedures; Send it to the insurance agency to complete the procedures for closing the insurance obligations and closing the insurance books;
• Send to the tax office: Do the procedures for closing the tax code;
• Send to employees in the enterprise to ensure workers' interests;
• Send the dissolution decision and the debt settlement plan to creditors, people with related interests and obligations. The notice must contain the name and address of the creditor; debt amount, term, location and method of payment of such debt; method and time limit for settling the creditor's complaint.
• Must post at the head office, branch or representative office of the enterprise.  

Time limit for sending decision: within 07 days since the date the company issues the decision to dissolve the enterprise.

The business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal immediately after receiving the dissolution decision of the enterprise. There must be enclosed with the notice must be posted the dissolution decision and debt settlement plan (if any).

The customs authority is responsible for confirming the customs obligations of the enterprise;

The tax authority shall base on the enterprise's tax finalization dossier, issue a tax inspection record and transmit the data to the Department of Planning and Investment so that the enterprise can continue to carry out the procedures for tax code payment and enterprise dissolution at the Department of Planning and Investment. planing and Investment.

Pay the debts of the enterprise in the following order:

• Debts of salary, severance allowance, social insurance in accordance with the law and other benefits of employees according to the collective labor agreement and signed labor contract;
• Tax debt;
• Other debts.
• After all debts and business dissolution costs are paid off, the remainder shall be divided among the private business owners, members, shareholders or company owners in proportion to their ownership of contributed capital and shares.

The enterprise's legal representative sends a dissolution request to the business registration agency within 05 working days since the date of paying all debts of the enterprise.

Prohibited activities since the dissolution decision:

To hire or to give away assets.

To remove or to reduce the right for claiming debts.

To convert unsecured debts into secured debts with the assets of the enterprise;

To sign a new contract, except for the case of enterprise dissolution;

To pledge, to get a mortgage, to give or to lease of property;

To terminate of performance of an effective contract;

To raise capital in any form.

Specifically, the steps to carry out the enterprise dissolution procedure are as follows:

• Step 1: Disclosure of information on the dissolution of the enterprise
• Posting the dissolution decision on the National Enterprise Registration Portal. The post must be publicised at the enterprise's head office, branches and representative offices.
• The profile includes:
• Notice of dissolution;
• Decision on dissolution of the company owner for one- member limited liability company;
• Decision and valid copy of meeting minutes of the Members' Council of a limited liability company with two or more members, of the General Meeting of Shareholders for joint-stock company or of general partners for partnership on the dissolution of the enterprise.

Time limit for application submission: Within 07 working days since the date of approval of dissolution decision.

Time limit for processing application for announcement of dissolution: within 03 working days since the date the application is received on the national information system on business registration.

Implementing agency: Business registration office – Department of Planning and Investment.

Step 2: Confirm the obligation at the customs department

After the enterprise publishes the dissolution decision on the National Enterprise Registration Portal and the decision must be posted publicly at the enterprise's head office, branch or representative office, the enterprise will send an official dispatch to the General Department of Customs for confirmation of customs obligations to dissolve the enterprise. Within 10 -15 days, the customs office will issue a notice on the status of the enterprise's customs dossier.

Step 3: Procedures at the tax office

• Send a written request for dissolution to the Tax Department (enclosed with a notarized copy of the Business Registration Certificate and the Tax Registration Certificate);
• Send an official letter requesting tax finalization;
• Pay taxes owed;
• Pay fines (if any).
• Based on the enterprise's tax finalization dossier, The tax authority issues a tax inspection record and transmit the data to the Department of Planning and Investment so that the enterprise can continue to carry out the procedures for tax code payment and enterprise dissolution at the Department of Planning and Investment. 

Step 4: Return the enterprise's legal seal

For enterprises using the seal issued by the police agency, the enterprise is responsible for returning the seal and the certificate of seal model registration to the police agency for a certificate of seal withdrawal.

In this case, the seal and seal sample certificate in the enterprise dissolution file are replaced by the certificate of seal withdrawal..

Step 5: Procedures at the business registration office

The enterprise's legal representative shall send a dissolution request to the business registration agency within 05 working days since the date of all debts payment of the enterprise.

• An enterprise dissolution dossier includes:
• Notice of enterprise dissolution;
• Report on liquidation of corporate assets; a list of creditors and paid debts, including payment of tax debts and social insurance premiums and employees after the decision to dissolve the enterprise (if any);
• Seal and certificate of seal model (if any);
• Certificate of business registration.

Time limit: The Business Registration Department sends information about the enterprise's dissolution registration to the tax office. Within 02 working days since the date of receipt of information from the Business Registration Office, the tax authority shall send comments on the dissolution of the enterprise to the Business Registration Office. Within 05 working days since the date of receipt of the dissolution dossier, the Business Registration Office shall change the legal status of the enterprise in the National Enterprise Registration Database to the dissolved state if it does not receive rejection of the tax authority and silmutaneously issue a notice of the enterprise dissolution.

In case the dissolution documents are inaccurate or forged, the members/shareholders/owners of the company shall be jointly responsible for paying the unpaid debts, unpaid taxes and unpaid benefits of the employees. be resolved and take personal responsibility before the law for the consequences arising within 5 years since the date of submitting the application for dissolution of the enterprise to the Business Registration Authority.

Documents to prepare for the dissolution of the enterprise

• Minutes of tax finalization with tax authorities or notice of tax closure due to dissolution;
• The written confirmation of the dissolvement announcement of the enterprise;
• Confirming the completion of customs procedures;
• Confirming the bank account closure/or commitment not to open an original bank account.
• Original business registration;
• Registering the original seal model;
• Legal entity seal;
• Termination of operations of branches, representative offices and locations;
• Dissolution dossier.