If establish new company is the beginning of a business, dissolution is the final step to end the life of the business.

    A. In which agencies are the company dissolution procedures carried out?

    • Customs office: confirm customs obligations (applicable to companies with import and export registration);
    • Tax authorities: finalization, invalidation of tax identification numbers;
    • Insurance agency: closing social insurance books for employees;
    • Department Planning and Investment: return the Enterprise Registration Certificate.

    B. Detailed procedures for dissolution enterprise

    Step 1: Disclosure of information on the dissolution of the enterprise

    Post the dissolution decision on the National Enterprise Registration Portal and must be publicly posted at the head office, branch or representative office of the enterprise.

    • Dossier for disclosing information on enterprise dissolution:
      • Notice of dissolution;
      • Decision on the dissolution of the company owner for a single-member limited liability company;
    • Decision and valid copy of meeting minutes of the Members’ Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies, of general partners for partnership on the dissolution of the enterprise.
      • Deadline for application submission: Within 07 working days from the date of approval of dissolution decision.
      • Time limit for processing application for announcement of dissolution decision: 03 working days from 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 customs obligations at the customs office

    After the enterprise publishes the dissolution decision on the National Enterprise Registration Portal and must be publicly listed at the enterprise’s head office, branch or representative office, the enterprise shall 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: Procedure to close the tax code at the tax office

    • Send the official letter requesting the invalidation of the tax identification number to the Sub-department of Taxation (enclosed with a notarized copy of the Business Registration Certificate and the Tax Registration Certificate); Attached to the Decision on Dissolution and Minutes of the meeting (depending on the tax authority)
    • Send the official letter requesting tax finalization;
    • Pay taxes owed;
    • Pay fines (if any).

    The tax authority, based on the enterprise’s tax finalization dossier, issues a tax inspection record and transmits the data to the Department of Planning and Investment for the enterprise to continue to carry out the procedures for tax code payment and enterprise dissolution in Vietnam. Department of Planning and investment.

    Step 4: Return the seal

    For enterprises using the seal issued by the police authority (Enterprise established before July 1st, 2015), the enterprise is responsible for returning the seal and certificate of seal sample registration to the police agency for approval issued with a certificate of seal revocation. In this case, the seal and seal sample certificate in the enterprise dissolution dossier are replaced with a certificate of seal withdrawal.

    Step 5: Procedures at the business registration office

    The legal representative of the enterprise shall send the dissolution request to the Business Registration Office within 05 working days from the date of payment of all debts of the enterprise.

    • An enterprise dissolution dossier includes:
    • Announcement of the dissolution of the enterprise;
    • 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 seal sample certificate (if any);
    • Certificate of business registration.

    When carrying out dissolution, there are quite a few records and documents that need to be prepared. Businesses that do not know the legal regulations can take a lot of time to implement, especially at the step with the tax authorities. Therefore, to simplify the procedures and shorten the time, please contact Vi-Star for detailed support advice.

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