Guide to setting up a businessHo Chi Minh City

Establishing a business / Incorporating a company is a first step for a business, dissolution is the final step for a business to end its life cycle.

Enterprise dissolution
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Some questions related to the business/company dissolution procedure
When the company is dissolved, do I have to make tax finalization?

Before submitting the dissolution dossier at the business registration office, the company must carry out tax finalization procedures and close the enterprise tax identification number.

At which agencies are the company dissolution procedures carried out?

Customs authority: confirmation of customs obligations (applies to all companies);
Tax authorities: finalization, tax code closure;
Insurance agency: closing social insurance books for employees;
Business Registration Authority: return the Certificate of Business Registration.
Can a new company be established after dissolution?

Unlike a business declared bankrupt. After the dissolution of the legal company/enterprise, the members, shareholders, and legal representatives of the company are completely entitled to establish a new company without any restrictions.

Reasons for a business to be dissolved
According to Article 207 of the Enterprise Law 2020, there are the following reasons:

End of operation term stated in the company’s charter without 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 General Meeting of Shareholders for joint-stock companies;
The company no longer meets the minimum number of members as prescribed by the Law on Enterprises for a period of 06 consecutive months without carrying out procedures for converting the type of enterprise;
The certificate of enterprise registration shall be revoked, unless otherwise provided for by the Law on Tax Administration.
Order of dissolution of enterprises
(Article 208, Enterprise Law 2020)

The dissolution of an enterprise in the cases specified at Points a, b and c, Clause 1, Article 207 of the Law on Enterprises shall comply with the following provisions:

Pass the resolution, decide to dissolve the enterprise. A resolution or decision on dissolution of an enterprise must contain the following principal contents:
Name and address of the head office of the enterprise;
Reason for dissolution;
Time limit and procedures for contract liquidation and payment of debts of the enterprise;
The plan to handle obligations arising from the labor contract;
Full name and signature of the owner of the private enterprise, the company owner, the Chairman of the Members’ Council, the Chairman of the Board of Directors;
The owner of a private enterprise, the Members’ Council or the company owner, or 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;
Within 07 working days from the date of adoption, the resolution, resolution on dissolution and meeting minutes must be sent to the business registration agency, tax agency, and employees in the enterprise. Resolutions and decisions on dissolution must be posted on the National Enterprise Registration Portal and publicly listed at the enterprise’s head office, branches and representative offices.
In case the enterprise has unpaid financial obligations, it must enclose the resolution, dissolution decision 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; method and time limit for settling the creditor’s complaint.
The business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal immediately after receiving the resolution or decision on dissolution of the enterprise. Enclosed with the notice must be posted the resolution, dissolution decision and debt settlement plan (if any);
The enterprise’s debts are paid in the following order of priority:
Salary arrears, severance pay, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees under the collective labor agreement and labor contract signed act;
Tax debt;
Other debts.
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 the company owner according to the proportion of ownership of contributed capital or shares. ;
The enterprise’s legal representative 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;
After 180 days from the date of receipt of the resolution or 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 5 working days from the date of receipt of the dissolution dossier, the business registration authority shall update the legal status of the enterprise on the national database on business registration.