Dissolution of joint-stock company according to regulations in 2021. Cases and conditions for enterprises to be dissolved; Procedures and required documents…

Cases and conditions for dissolution of joint-stock company

According to Article 207, the Enterprise Law 2020, dissolution of joint-stock company in the following cases:

1. The duration of operation stated in the charter of the company expires and there is no decision to extend;
2. According to resolutions and decisions of business owners (for private enterprises); of the members’ council, the owners (for partnerships, limited liability companies); and of the general meeting of shareholders (for joint-stock companies);
3. The company does not have a sufficient number of members as prescribed by the Law on Enterprises and within 6 months does not change to another type of enterprise;
4. The business registration certificate is revoked.

The above are all cases of enterprises being dissolved according to the provisions of the Law. However, the enterprise can only be dissolved when it has completely fulfilled its obligations on assets and paid its debts.

Required documents

1. Notice of dissolution of joint-stock company (form);

(Within 7 working days, the resolution, dissolution decision, and meeting minutes must be sent to the business registration agency and tax office)

2. Report on liquidation of the enterprise’s assets;

(Business owner, Board of Shareholders, Board of Management directly organize the liquidation of the enterprise’s assets)

3. List of debts and creditors paid (including tax debt to the state and insurance debt to employees);
4. List of employees after deciding to dissolve the enterprise (if any);
5. Seal and seal sample certification (if any);
6. Business registration certificate;
7. Declaration of information of the person submitting the dissolution of joint-stock company dossier;
8. Table of contents of the dissolution dossier (write and arrange the documents in the same order as above);
9. Profile cover (white paper cover or clear bag);
10. Power of attorney (if any).

The number of required dossiers: 1.

Dissolution procedure

Step 1: Decide and publicize the dissolution of the company

After the Shareholders meet and make a decision on the dissolution of the enterprise, it is necessary to the public information about the dissolution of the enterprise through the following documents:

– Minutes of the meeting of the general meeting of shareholders;

– Decision to dissolve the enterprise;

– Publicly announce information about the dissolved enterprise to those who have the related right and interests know;

– Debt payment plan (if any);

– Profile cover (white paper cover or clear bag);

Step 2: Liquidate assets and pay debts

– Assets must be liquidated directly by the general meeting of shareholders, except for other provisions that are stipulated by the enterprise’s charter;

– For the enterprise’s debts, including debts to employees and the tax department, the payment of debts to employees takes priority over tax debts (Article 208, the Enterprise Law 2020).

– After the debt payment and dissolution costs have been completed, the remaining assets belong to the company’s shareholders.

Step 3: Submit the application for dissolution of joint-stock company

1. Ask the Customs office to confirm the Customs tax obligation free;
2. After receiving the customs office’s confirmation, require the tax office to close the tax code;
3. Then submit the dissolution dossier to the Business Registration Authorities.

Above are the entire order and procedures for the dissolution of a joint-stock company in accordance with Enterprise Law 2021. For more information, please contact INA law firm for detailed advice: Phone: Lawyer Nguyen Trung Nam – 0979.05.05.35. Email: info@inalaw.net.

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