COMPANY SOLUTION SERVICES
Your business is looking for information on business dissolution on Google and was referred to this article. We understand your concerns about the not-so-simple procedures to dissolve a business.
We always accompany businesses from inception to operation. When a business does not have a viable business plan, the decision to close is something to consider. Once again, we are ready to assist you in carrying out legal procedures to dissolve your business.
Cases of enterprise dissolution are prescribed in the Law on Enterprises in 2020; In which, the cases of enterprise dissolution are specified as follows:
a) Dissolution under the decision of the business owner
The Enterprise Law 2020 stipulates that one of the cases of dissolution of an enterprise is dissolution under the decision of the business owner for a private enterprise; of general partners, for partnerships, of the Members’ Council, of the company’s owner, for limited liability companies, of the General Meeting of Shareholders for joint-stock companies.
This dissolution decision represents the owner’s willingness to his business. The business owner’s unwillingness to continue the business can be due to various reasons, such as low profits, prolonged losses, internal conflicts, no longer suitable for business purposes. initial and many other factors. In this case, the business owner may come to the decision to dissolve the business to recover capital or switch to other business types with other entities. This is a completely voluntary and proactive decision of the business owner.
b) At the end of the operation term stated in the company’s charter, there is no decision on extension
In case the company’s charter contains provisions on operation duration, upon the expiration of the operation term stated in the company’s charter, if the members do not want to apply for an extension of operation, the company must proceed with dissolution. The regulation of the operation term of the enterprise may be agreed upon by the members, founding shareholders, or by the license of a competent state agency in accordance with the law.
c) The company no longer meets the minimum number of members as prescribed by the Enterprise Law for 6 consecutive months
Having a sufficient minimum number of members is one of the conditions for the company to exist and operate. The law stipulates the minimum number of members for each type of company. The minimum number of members prescribed for a joint stock company is three, this number is two for a limited liability company with two or more members. For a partnership, the law requires at least two individuals to be general partners. When the minimum number of members is not enough to continue to exist, the company must admit more members to meet the minimum number of members. If, within 6 consecutive months, the company fails to admit more members when the number of members is insufficient or fails to convert to an appropriate type of enterprise, the company must carry out procedures for dissolution of the enterprise.
d) The company’s certificate of enterprise registration has been revoked
The Enterprise Law 2020 stipulates that within 10 days from the date of receipt of the decision on revocation of the enterprise registration certificate, the enterprise must convene a meeting to decide on the dissolution of the enterprise. In order to establish an enterprise, the founder must prepare an enterprise registration dossier and submit it to the business registration agency, and at the same time must be responsible for the accuracy, truthfulness and legality of the enterprise registration dossier. . On the basis of valid documents, the business registration authority will issue a Certificate of Business Registration to the enterprise, record the birth, and legally recognize the presence of the enterprise on the market. . Can say, The business registration certificate is the “passport” paper for businesses to conduct their activities in the market as well as establish legal relations with state agencies. Therefore, the revocation of the enterprise registration certificate also means that the State withdraws the recognition of the business entity status for the enterprise. In this case, the enterprise is no longer recognized for its legal status and is no longer allowed to conduct production and business activities.
It can be seen that the cases of enterprise dissolution in Articles 207 and 209 of the Law on Enterprises 2020 have been generalized quite specifically, helping enterprises to actively grasp when to be dissolved.
In addition, according to the provisions of the Law on Tax Administration, one of the cases in which the Certificate of Tax registration is revoked is an enterprise that violates the tax law and is issued a decision to collect tax by the tax authority. return the certificate of tax registration.
II/ What to do to dissolve the business and what we will do for customers.
To dissolve, first of all, the enterprise needs to determine with the internal situation, whether the organization really wants to dissolve or not? Is the business in the case of dissolution? And it is necessary to determine the steps needed to proceed with the dissolution. To simplify the process, we will accompany the customer throughout this procedure.
– Consulting on the legal corridor before the dissolution of the enterprise;
– Advising on cases of dissolution of enterprises;
– Consulting other options if the enterprise has not yet needed to be dissolved: Suspension of operation, Transfer of capital, Change of legal representative…;
– Advice on how to conduct a meeting of the Board of Members/General Meeting of Shareholders on the dissolution of the enterprise;
– Advice on how to make a decision on dissolution;
– Advice on how to send dissolution notices to relevant organizations and individuals: creditors, persons with related rights and obligations, employees;
– Advice on how to liquidate assets of the enterprise.
III/ Where do I submit my application? What is the order, time, schedule and procedure?
Step 1: Carry out the procedures, confirm that the enterprise does not owe import and export tax at the General Department of Customs
Proceed to submit the customs confirmation right after we receive the signed dossier from the Enterprise
– A written request for confirmation of tax payment obligation fulfillment;
– A copy or photocopy of the business registration certificate;
After 15 – 30 days from the date of sending the above confirmation, the customs office will return the reply result. In case the business owes tax, it must complete the tax payment and return it for confirmation.
Step 2: Carry out procedures for completing tax obligations (notification of termination of tax identification number) with tax authorities.
According to the provisions of Circular 95/2016/TT-BTC. When an enterprise dissolves, it must carry out procedures for TIN deactivation in advance with the tax authority
As soon as there is a customs confirmation that the enterprise does not owe tax in step 1, we proceed to submit the notice and decision to dissolve at the tax department directly managing it.
– A written request for TIN deactivation;
– Decision on dissolution (of the owner of a private enterprise in the case of a private enterprise, of the owner and the Members’ Council in the case of a limited liability company, of the General Meeting of Shareholders in the case of a joint stock company) ;
– Minutes of the meeting of the Members’ Council or the General Meeting of Shareholders on the dissolution of the enterprise;
– A copy of the business registration certificate;
– If the enterprise has import-export activities, it must add a document confirming the fulfillment of tax obligations from the General Department of Customs (Step 1)
For the tax code closing procedure, there is no specific timeline to confirm: “How long will it take to complete the above tax procedure?” Due to many different objective and subjective factors:
– Different administrative procedures and processes for tax authorities.
– The enterprise has not fulfilled its obligations to the parties: Insurance, Employees, Banks, Suppliers, etc.
– Inventories and assets that have not been fully liquidated.
– The accounting books of the enterprise are not honest and reasonable, there are many inadequacies leading to the delay in the processing of dossiers with the tax authorities.
– When the settlement is dissolved, the enterprise opposes, gives false data or fails to provide accounting data for tax authorities to handle.
– Depending on the progress of the enterprise in finalizing with the tax authority on accounting data and books.
– Cooperation between customers and us, between customers and tax authorities.
Step 3: Carry out dissolution procedures at the business registration office
After the notice of termination of the tax identification number or transfer slip at the tax office or an oral notice of the completion of the dissolution procedure of the tax officer (Depending on different management tax authorities, there are different result messages)
– Announcement of dissolution of the enterprise
– Decision to dissolve the enterprise
– Minutes of agreement on the dissolution of the enterprise
– Minutes of asset liquidation
– Confirmation of closing the bank account
– Confirmation of tax code payment
List of creditors and settlement plan (if any)
– Original certificate of business registration
– Notice of cancellation of seal sample (according to form).
Receive “notice of the dissolution of the enterprise / termination of existence” within 15 working days from the date of submission of the notice and decision on dissolution at the Department of Planning and Investment
In case the enterprise was established before July 1, 2015 , using the seal issued by the Public Security agency , the procedure must be carried out to return the seal sample to the Public Security agency .
Dossier of return of seal includes:
– A letter requesting return of the seal code;
– Seal and seal sample registration certificate issued by the police;
– A copy of the business registration certificate;
– Authorization letter for the person to submit and receive the results at the police office.
IV/ Who will work with the functional agency when the enterprise is dissolved? What will we do?
The work related to the authorities, when dissolved, the legal representative of the enterprise is the person who directly travels to work with the state agency. For various reasons such as: The legal representative of the enterprise cannot arrange working time; the representative is abroad, not present at the place of business registration; the representative is not knowledgeable and incapable of handling matters at the state agency;…. However, for the convenience of the customer, we will complete the relevant procedures on behalf of the customer and minimize the customer having to work directly.
We represent customers to complete the procedures
– After signing the service contract, we proceed to prepare the business dissolution dossier for the customer;
– we carry out the procedure of “Confirming that the enterprise no longer owes taxes and fees related to import and export activities” at the General Department of Customs;
– On behalf of customers to pay taxes, state fees, administrative fines, etc. and related payments (when requested by customers);
– Representative to carry out the procedures to close the tax identification number at the tax authority;
– Representative for monitoring and receiving the result of completing tax obligations, notifying tax code closure, information transfer slip to the Department of Planning and Investment, etc. at the tax authority;
– Representative to the Department of Planning and Investment to submit the application for dissolution of the enterprise for the client;
– The representative monitors the dossier and responds to the Department of Planning and Investment, notifying the results of the submitted documents to the client;
– Carrying out the procedures for returning the seal of the legal entity at the police office;
– Receive the result is the Certificate of Enterprise Dissolution at the Department of Planning and Investment;
– Notice of completion of the enterprise dissolution procedure, advice on how to keep records after dissolution.
V/ Fee for dissolution service
Our fees when customers use the business dissolution service are as follows:
Case 1: The enterprise has completed the tax obligation at the tax authority
– The enterprise has completed the procedures for closing the tax code;
– The enterprise has fulfilled its tax obligations at the tax authorities;
– The enterprise already has a transfer slip or notice of completion of the tax code closing procedure.
Case 2: The business does not arise
– Enterprises do not incur output – input taxes;
– Enterprises have not issued invoices or have issued but have not used;
– The enterprise has an accountant, tax report, and annual tax finalization.
Case 3: Enterprise generates revenue
– Does the enterprise issue and use VAT invoices?
– The enterprise incurs input tax but does not incur output tax
– Does the enterprise incur both input and output taxes,
– The enterprise has obligations to related parties that have not been handled yet
Service fee: Depending on each specific case, businesses send information to us, we will quote the most reasonable fee.