For some reason your business cannot continue to operate, you need to proceed with the dissolution process of your business. To dissolve you must perform many administrative procedures as prescribed by law. We will help you prepare documents and carry out dissolution procedures quickly, saving time and money.
According to Article 201 of the Enterprise Law 2014, an enterprise is dissolved in the following cases:
– The operation duration stated in the company’s charter expires without a decision to extend it;
– According to the decision of the owner of the enterprise to the private enterprise, of all general partners, for partnerships, the Members’ Council, and the company owner, for limited liability companies, of General Meeting of Shareholders for joint stock companies;
– The company no longer has the minimum number of members prescribed by this Law for 6 consecutive months without carrying out procedures for conversion of enterprise type;
– Revoked certificate of enterprise registration.
* Regarding the order and procedures for enterprise dissolution
Step 1: Approve the decision to dissolve the company
To be able to conduct business dissolution, the enterprise must first hold a meeting to approve the dissolution decision. Accordingly, the dissolution must be approved by the owner of the one-member limited liability company, by the Members’ Council for a limited liability company with two or more members, by the General Meeting of Shareholders. shareholders with respect to joint-stock companies and partnerships with partnerships.
This decision shows the agreement of the members on issues related to the reason for dissolution; deadlines and procedures for liquidation of contracts and payment of debts; plans to handle obligations arising from labor contracts and the establishment of asset liquidation teams.
A decision to dissolve an enterprise must contain the following principal details:
– Name and address of the head office of the enterprise;
– Reason for dissolution;
– Term and procedures for liquidation of the contract and payment of the enterprise’s debts; the time limit for debt payment and liquidation of a contract must not exceed 06 months from the date of adoption of the dissolution decision;
– Plan to handle obligations arising from labor contracts;
– Full name and signature of the legal representative of the enterprise.
Step 2. Invalidation of tax identification numbers
Taxpayers must complete before invalidating the tax code as follows:
– For enterprises, economic organizations, other organizations, contractors, investors participating in petroleum contracts, foreign contractors:
+ Taxpayers submit a Report on the use of invoices in accordance with the law on invoices;
+ Taxpayers fulfill their tax payment obligations as prescribed in Articles 41 and 42 of Circular No. 156/2013 / TT-BTC of November 6, 2013 of the Ministry of Finance;
+ In case the managing unit has attached units, all attached units must complete the procedures for invalidation of tax identification numbers before the effective termination of their tax identification numbers.
– Deadline and location for submission of invalidation of tax identification numbers
+ For enterprises: The invalidation of tax identification numbers of enterprises shall be effected by tax agencies together with the deadline for business registration agencies to update their legal status (dissolution) on the database. National data on business registration.
– A dossier of invalidation of tax identification numbers for enterprises
A dossier of an enterprise for carrying out procedures for fulfilling its tax obligations to the tax agency before the enterprise carries out procedures for dissolution at a business registration agency is as follows:
– In case an enterprise dissolves itself, a dossier comprises:
+ Decision to dissolve;
+ Meeting minutes;
+ A document certifying fulfillment of tax obligations for import and export activities of the General Department of Customs if the enterprise has import and export activities.
– In case of dissolution in case of revocation of enterprise registration certificates or court decisions, a dossier comprises:
+ Decision to dissolve;
+ A valid copy of the decision to revoke the certificate of enterprise registration or a court decision;
+ A document certifying fulfillment of tax obligations for import and export activities of the General Department of Customs if the enterprise has import and export activities.
– Processing documents invalidating tax codes and returning results
+ Within 2 (two) working days after the tax agency receives a dossier of invalidation of tax identification number of a taxpayer, the tax agency must notify the taxpayer of cessation of operation and operation. procedures for invalidation of tax identification numbers form No. 17 / TB-ĐKT enclosed with this Circular are sent to taxpayers. Simultaneously, change the status of the taxpayer and its affiliates to the status “NNT ceases to operate but has not completed the procedure for invalidation of tax identification number” on the tax registration application system.
+ Within 03 (three) working days from the date the taxpayer has fulfilled the tax payment obligation to the tax authority and the customs office or the tax authority has completed the transfer of the entire tax liability of the duty payer belong to the managing unit as prescribed, the tax agency shall issue a notice to the taxpayer terminating the tax identification number form No. 18 / TB-ĐKT enclosed with this Circular and sent to the taxpayer (except for the taxpayer). tax is business).
+ Managing unit is responsible for fulfilling tax obligations of affiliated units with the tax authorities managing their affiliated units after invalidation of the collection code.
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