I. ORDER AND PROCEDURES FOR DISSOLUTION OF ENTERPRISE ACCORDING TO PROVISIONS OF LAW:
1. Approve the resolution, decision to dissolve the enterprise. The resolution or decision on dissolution of an enterprise must contain the following principal contents:
a) Name and address of the head office of the enterprise;
b) Reason for dissolution;
c) Time limit and procedures for contract liquidation and payment of debts of the enterprise;
d) The plan to handle obligations arising from the labor contract;
d) Full name and signature of the owner of the private enterprise, the company owner, the Chairman of the Board of Members, the Chairman of the Board of Directors.
2. The owner of the private enterprise, the Board of members or the owner of the company, the Board of Directors directly organizes the liquidation of the enterprise’s assets, unless the company’s charter provides for the establishment of a separate liquidation organization;
3. Within 07 working days from the date of aprroval, the resolution, decision on dissolution and meeting minutes must be sent to the business registration agency, tax agency, and employees in the enterprise. Resolution and decision on dissolution must be posted on the National Portal on enterprise registration and publicly posted at the enterprise’s head office, branches and representative offices.
In case the enterprise has unpaid financial obligations, it must enclose the resolution, decision on dissolution and debt settlement plan to its creditors, persons with related rights, obligations and interests. The debt settlement plan must have the name and address of the creditor; debt amount, term, place and method of payment of such debt; the method and time limit for settling the creditor’s complaint;
4. The business registration agency must announce the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal right after receiving the resolution, decision on dissolution of the enterprise. Along with the notice, the resolution, decision on dissolution and debt settlement plan (if any) must be posted;
5. The enterprise’s debts are paid in the following order of priority:
a) Salary arrears, severance allowance, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees under the collective labor agreement and signed labor contract;
b) Tax debt;
c) Other debts.
6. After paying the costs of dissolution of the enterprise and debts, the remainder shall be divided among the owners of the private enterprise, members, shareholders or owners of the company according to the percentage of ownership of contributed capital or shares;
7. The legal representative of the enterprise shall send the enterprise dissolution dossier to the business registration agency within 05 working days from the date of payment of all debts of the enterprise;
8. After 180 days from the date of receipt of the resolution, decision on dissolution as prescribed in Clause 3 of this Article, without receiving any opinions on the dissolution from the enterprise or the related party’s written objections, or within 05 working days from the date of receipt of the dissolution dossier, the business registration agency shall update the legal status of the enterprise on the National Database of Business Registration.
II. SUMMARY OF DISSOLUTION PROCESS:
To dissolve, an enterprise needs to perform the following 06 steps:
Step 1: Approve the resolution, decision on dissolution of the enterprise;
Step 2: Liquidation of corporate assets;
Step 3: Notify the decision on dissolution of the enterprise to the Business Registration Office of the Department of Planning and Investment (first application to the Department of Planning and Investment):
Within 07 working days from the date of approval of the dissolution decision, the enterprise must send the dissolution decision, meeting minutes (if any) and debt settlement plan (if there are unpaid debts) to the Business Registration Office where the enterprise is headquartered. At the same time, send this decision to employees in the enterprise and publicly post it at the head office, branches and representative offices of the enterprise.
Within 01 working day from the date of receiving the notice of enterprise dissolution, the Business Registration Office will post the dissolution decision and notify the status of the enterprise undergoing dissolution procedures on the National portal on business registration.
At the same time, change the legal status of the enterprise in the National Database of Business Registration to the status of IN THE PROCESS OF DISSOLUTION and send information on the dissolution of the enterprise to the Tax Authority.
Step 4: The enterprise shall carry out procedures to fulfill tax obligations with tax authorities and pay outstanding debts and pay fines for violations (if any);
Step 5: The enterprise shall return the seal, seal sample certificate to the police agency (if the enterprise uses the seal issued by the police agency);
Step 6: Submit the dissolution registration application to the Business Registration Office of the Department of Planning and Investment (second application to the Department of Planning and Investment):
Within 05 working days from the date of payment of all debts, the enterprise shall send the dissolution registration dossier to the Business Registration Office.
* Note: The enterprise must terminate the operation of its branch, representative office, business location (if any) before submitting the application for dissolution of the enterprise.