In the process of production and business of enterprises, for many different reasons, enterprises shall choose to dissolve. The dissolved enterprise shall comply with the provisions of the law. Continuing the content of the article “Dissolution of enterprises under the Law on Enterprises 2020”, in this article, TNTP’s lawyers will present the regulations on dissolution of enterprises under the Law on Enterprises 2020.
The procedures for dissolution of enterprises are different between the case of dissolution when the enterprise is revoked the Enterprise Registration Certificate (specified in Point d Clause 1 Article 207 of the Law on Enterprises 2020) and the remaining cases of dissolution (specified in Point a Clause 1 Article 207, Point b Clause 1 Article 207 and Point c Clause 1 Article 207 of the Law on Enterprises 2020).
1. Dissolution of the enterprise when the enterprise is revoked the Enterprise Registration Certificate or according to the Court’s decision
Enterprises shall carry out dissolution procedures as follows:
– Organizes a meeting to decide on the dissolution: Within 10 days from the date of receipt of the decision on revocating the Enterprise Registration Certificate or the court’s legally effective decision, the enterprise shall conduct a meeting to approve the dissolution.
After that, the enterprise shall send the Resolution or Decision on dissolution and a copy of the Decision on revocation of the Enterprise Registration Certificate or the legally effective decision of the Court to the Business Registration Authority, tax authority and employees of the enterprise. At the same time, the documents mentioned above shall also be publicly posted at the head office, branches, and representative office of the enterprise.
For some cases where the law requires, the Resolution and the Decision on dissolution shall be published in at least one printed newspaper or online newspaper in three consecutive issues.
In case the enterprise has not yet fulfilled any financial obligations, the enterprise shall concurrently provide the debt settlement plan to creditors and persons with relevant interests. According to regulations, the notice shall fully state information about the creditor’s name, address, outstanding amount, duration, location, debt payment method, method and time limit for settling complaints from creditors.
– The enterprise will pay the debts and the legal representative of the enterprise will sends the dissolution documents to the Business Registration Authority within 05 working days from the date the enterprise pays all the debts.
– After 180 days from the date the Business Registration Authority announces the status of the enterprise carrying out dissolution procedures but the Business Registration Authority does not receive any objection from the relevant party in writing or within 05 working days from the date of receipt of the dissolution documents, the Business Registration Authority shall update information about the legal status of the enterprise in the National Enterprise Registration Database.
Thus, it can be seen that this procedure does not depend on the will of the business owner but is based on the decision of the competent state agency when the enterprise violates the law. Accordingly, the enterprise will be forced to conduct internal activities and work with the Business Registration Authority to dissolve the enterprise.
2. Dissolution of the enterprise as prescribed in Point a Clause 1 Article 207, Point b Clause 1 Article 207 and Point c Clause 1 Article 207 of the Law on Enterprises 2020
The enterprise shall carry out the dissolution procedures as follows:
– Conducts a meeting and approves the Resolution or Decision on dissolution: Regarding the content of the Resolution or Decision on dissolution, the enterprise shall state the main contents specified in Article 208.1 of the Law on Enterprises 2020.
– Liquidate enterprise assets: Unless the company’s charter stipulates the establishment of a separate liquidation organization, the owner of a sole proprietorship, the Members’ Council or company owner or the Board of Directors shall directly organize the liquidation of enterprise assets.
– Sending Resolution and Decision on dissolution to state agencies: Within 07 working days from the date on which the enterprise approves the dissolution of the enterprise, the Resolution, Decision and minutes of the meeting on the dissolution shall be sent to the Business Registration Authority, tax authorities, and employees. At the same time, Resolution and Decision shall also be publicly posted at the head office of enterprises, branches and representative offices.
In case the enterprise has not fully paid the financial obligations, enterprise shall enclose a debt settlement plan to creditors and persons with related rights and interests. The debt settlement plan shall include the names and addresses of creditors; debt amount, duration, place and method of payment of such debt; methods and time limit for settling complaints from creditors.
– The Business Registration Authority will be responsible for notifying the status of the enterprise carrying out dissolution procedures in the National Enterprise Registration Database immediately after receiving the Resolution or Decision on dissolution of the enterprise. At the same time, attached to the notice of enterprise dissolution, the Business Registration Authortity shall post the Resolution, the Decision on dissolution and the debt settlement plan (if any)
– The enterprise shall pay debts, pay the cost for enterprise dissolution and, divide assets among the sole proprietorship, members, shareholders or company owners according to the proportion of ownership of contributed capital and shares if there are any remaining assets. After that, the legal representative of the enterprise shall send the enterprise dissolution documents to the Business Registration Authority within 05 working days from the date the debt is fully paid” .
– After 180 days from the date the Business Registration Authority receives the Resolution or Decision on dissolution without receiving any objections from related parties in writing or within 05 working days from the date of receipt of the dissolution documents, the Business Registration Authority shall update the legal status of the enterprise in the National Enterprise Registration Database.
In summary, the above dissolution procedure applies to the case where the enterprise wants to stop business activities and leave the market after paying all its property obligations to partners and employees,… Accordingly, unlike the case of compulsory dissolution, the enterprise will hold internal meetings, approve the dissolution of the enterprise and work with the Business Registration Authority to complete the dissolution procedures.
Thus, enterprises that want to withdraw from the market must carry out procedures for dissolution of enterprises in accordance with the enterprise law. Accordingly, enterprises need to pay attention to the case of dissolution of their enterprises to accurately implement the procedures and ensure the time limit for implementing each step of the procedure in accordance with the law.
Above is the article “Dissolution of enterprises according to the Law on Enterprises 2020 – Content related to dissolution procedures” that TNTP sends to readers. Hope the article is useful for those who are interested in this issue.
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