DISSOLUTION OF ENTERPRISES IN THE VIETNAMESE LAW

Legal basis:

– Law on Enterprises 2020.

  1. The cases of dissolution of an enterprise

An enterprise shall be dissolved in the following cases:

– The operating period specified in the company’s charter expires without an extension decision;

– The enterprise is dissolved under a resolution or decision of the owner (for sole proprietorships), the Board of Partners (for partnerships), the Board of Members and the owner (for limited liability companies) or the General Meeting of Shareholders (for joint stock companies);

– The enterprise fails to maintain the adequate number of members for 06 consecutive months without converting into another type of business;

– The Certificate of Enterprise Registration is revoked.

  1. Conditions for dissolution of an enterprise

An enterprise may only be dissolved after all of its debts and liabilities are fully paid and it is not involved in any dispute at the court or arbitration. Relevant executives and the enterprise whose Certificate of Enterprise Registration is revoked are jointly responsible for the enterprise’s debts.

  1. Procedures of dissolution of an enterprise

Step 1. A resolution or decision on the dissolution is issued. 

Step 2. The owner of the sole proprietorship, the Board of Members or the owner, the Board of Directors directly organizes the liquidation of the enterprise’s assets or establishment of a separate liquidation organization.

Step 3. Within 07 working days from the ratification date, the resolution or decision on dissolution and the minutes of the meeting shall be sent to the business registration authority, tax authority and the enterprise’s employees. The resolution or decision shall be posted on the National Enterprise Registration Portal, displayed at the enterprise’s headquarters, branches and representative offices.

Step 4. The business registration authority shall post a notification that an enterprise is undergoing dissolution on the National Enterprise Registration Portal right after the resolution or decision is received.

Step 5. The enterprise’s legal representative shall submit the application for dissolution to the business registration authority within 05 working days from the day on which the enterprise’s debts are fully paid.

Step 6. After 180 days from the receipt of the dissolution resolution or decision without further comments from the enterprise or written objections from relevant parties, or within 05 working days from the receipt of the application for dissolution, the business registration authority shall update the enterprise’s status on the national enterprise registration database.