Under the laws of Vietnam, an enterprise may suspend its business as long as a written notification, not application, stating the time and duration of suspension and time of resumption is sent to the business registration authority at least 15 days before the date of suspension or resumption. This regulation applies in case the enterprise resumes its business before the notified date.
It is noted that the business registration authority or competent authorities shall request an enterprise to suspends the business lines subject to conditions if such conditions are not satisfied by the enterprise.
During the suspension period, the enterprise shall pay outstanding tax, keep paying its debts, execute signed contracts with customers and employers, unless otherwise agreed among the enterprise, its creditors, customers, and employees.
When an enterprise carries out procedures for business suspension, a notification of suspension of its branch, representative office, business location shall also be sent to Business Registration Office where branch, representative office, business location is registered. If the enterprise or its branch, representative office, business location suspends its operation or resumes its operation ahead of schedule, a notification shall be sent to the Business Registration Office where the enterprise or its branch, representative office, business location was registered at least 15 days before the date of suspension or resumption. The suspension period must not exceed one year, hence in case the enterprise or its branch, representative office, business location is still suspended after this period, another notification must be sent to Business Registration Office. The total duration of continuous suspension must not exceed two years.
The notification of suspension of operation must be enclosed with the decision and legitimate copy of the minutes of meeting of the Board of members (if the enterprise is a multi-member limited liability company), the company’s owner (if the enterprise is a single-member limited liability company), the Board of Directors (if the enterprise is a joint-stock company), or general partners (if the company is a partnership) on such suspension.
The Business Registration Office shall give a receipt to the enterprise after submission of the notification of business suspension or resumption of business operation ahead of schedule is completed. Within 03 working days from the receipt of satisfactory documents, Business Registration Office shall issue certification that the enterprise, branch/representative office/business location has registered the business suspension or early resumption of business operation. Business Registration Office shall then send information about business suspension and early resumption of business to tax authorities.
Beside business suspension, the laws also provide certain cases where enterprises are dissolved:
- The operation period written in the company’s charter expires without a decision on extension;
- The dissolution is decided by the owner of the sole proprietorship, by all general partners of partnership, by the Board of Members or owner of limited liability company, or the General Meeting of Shareholders of joint-stock company;
- The company fails to maintain the minimum number of members prescribed by this Law for 06 consecutive months without following procedures for business conversion;
- The Certificate of Business registration is revoked.
The enterprise shall only be dissolved if all debts and liabilities have be settled and the enterprise is not involved in any dispute at a court or arbitral tribunal. Relevant managers and enterprises are jointly responsible for the enterprise’s debts in case the Certificate of Business registration is revoked.
Procedures for registering enterprise dissolution:
Before initiating procedures for registering enterprise’s dissolution, the enterprise must complete the procedures for shutdown of its branches, representative offices, and business locations at the Business Registration Offices of the provinces where the branches, representative offices, and business locations are situated.
Within 07 working days from the day on which the decision on dissolution is ratified, the enterprise shall send a notification on dis
solution to Business Registration Office. The notification must be enclosed with the decision on enterprise’s dissolution of the company’s owner (if single-member limited liability company), decision and legitimate copy of the minutes of meeting on enterprise’s dissolution of the Board of Members (if multi-member limited liability company), the General Meeting of Shareholders (if joint-stock company), of general partners (if a partnership).
After receiving sufficient dissolution dossier, Business Registration Office shall send information about the dissolved enterprise to tax authority. Within 02 working days from receipt of information from Business Registration Office, tax authority shall offer its opinions about the dissolution to Business Registration Office.
Within 05 working days from the receipt of dissolution dossier, Business Registration Office shall change the enterprise’s status on National Enterprise Registration Database to “dissolved” if the tax authority has no objection and issue a notification of the enterprise’s dissolution.
If the enterprise uses a seal issued by police authority, the seal and the certificate of seal registration shall be returned to the police authority in order for a certificate of seal withdrawal. This step must be done before dissolution dossier is sent to Business Registration Office.
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