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The most reputable and fastest foreign-invested company dissolution service in Ho Chi Minh City.

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 The dissolution of a foreign-invested enterprise is a complex process that requires careful consideration. The decision to dissolve may arise from various reasons such as ineffective business operations, changes in investment strategy, or legal difficulties. Dissolution not only affects related parties such as shareholders, employees, and partners but also has broader implications for the investment environment.
 

When Does a Foreign-Invested Enterprise Fall Under Dissolution?

The most reputable and fastest foreign-invested company dissolution service in Ho Chi Minh City.
Pursuant to Article 207 of the Law on Enterprises 2020, a foreign-invested enterprise may be dissolved for one of the following reasons:

  • Expiration of the operating term stated in the company’s charter without a decision to extend;
  • Pursuant to the resolution or decision of the sole proprietor (for private enterprises), the Members’ Council (for partnerships), the Members’ Council or the owner (for limited liability companies), or the General Meeting of Shareholders (for joint-stock companies);
  • The company no longer has the minimum number of members required by the Law on Enterprises for its type of enterprise for a continuous period of 6 months without proceeding with conversion of the enterprise type;
  • The Enterprise Registration Certificate is revoked, except in cases where the Law on Tax Administration provides otherwise.

Conditions for Dissolution of a Foreign-Invested Enterprise

A foreign-invested enterprise seeking dissolution must satisfy the following two conditions:

  • Ensure full settlement of all debts and other property obligations of the company;
  • The enterprise is not involved in any ongoing disputes at the Court or arbitration body.

Sequence and Procedures for Dissolution of a Foreign-Invested Enterprise

The most reputable and fastest foreign-invested company dissolution service in Ho Chi Minh City.

 
Prior to carrying out dissolution procedures, the enterprise must terminate the operations of its branches, representative offices, and business locations at the Business Registration Office where such branches, representative offices, or business locations are located.
Step 1: Termination of Investment Project Operations

  • The enterprise submits a decision to terminate the investment project (together with the Investment Registration Certificate) to the Investment Registration Authority within 15 days from the date of the decision;
  • The expected time to complete termination of the investment project is 15 working days from the date of submission of a valid dossier.

Step 2: The enterprise adopts a Resolution or Decision on Enterprise Dissolution
The Resolution or Decision on dissolution must include the following main contents:

  • Clearly state the name and head office address of the foreign-invested enterprise;
  • Clearly state the reason for dissolution of the foreign-invested enterprise;
  • Clearly state the timeline, procedures for liquidation of contracts, and settlement of outstanding debts of the enterprise;
  • Clearly state the plan for resolving obligations arising from labor contracts entered into by the enterprise with its employees;
  • Full name and signature of the sole proprietor, owner of the company, Chairman of the Members’ Council, or Chairman of the Board of Directors.

Step 3: Notify the Dissolution of the Enterprise to Competent State Authorities and Relevant Parties
Within 07 working days from the date the Resolution or Decision is adopted, the enterprise must:

  • Submit the Notice, Resolution, Decision, and a valid copy of the meeting minutes of the Members’ Council to the Business Registration Office;
  • Publish the Resolution or Decision on dissolution on the National Enterprise Registration Portal and publicly post it at the head office, branches, and representative offices (if any) of the enterprise;

Note: In cases where the foreign-invested enterprise still has outstanding financial obligations, the Resolution or Decision on dissolution, together with the debt settlement plan, must also be sent to creditors and parties with related rights and obligations.
Step 4: Carry Out Asset Liquidation
Pursuant to Clauses 2 and 5, Article 208 of the Law on Enterprises 2020, regarding the person organizing asset liquidation and the order of debt payment. The owner of the company directly organizes the liquidation of the enterprise’s assets, unless the company’s Charter provides for the establishment of a separate liquidation organization.
The enterprise’s debts shall be settled in the following order:

  • Outstanding wages, severance allowances, social insurance, health insurance, and unemployment insurance contributions in accordance with the law;
  • Tax debts;
  • Other debts.

After full settlement of all debts and dissolution expenses, the remaining assets belong to the owner of the company.
Step 5: Carry Out Procedures to Close the Tax Code
The enterprise submits an official letter to the managing tax authority (together with a copy of the Enterprise Registration Certificate) to request closure of the tax code and perform tax finalization.
The dossier for closing the tax code includes:

  • Notice of enterprise dissolution;
  • Application for termination of tax code validity;
  • Resolution, Decision, and copy of the meeting minutes on enterprise dissolution (when requested by the managing tax authority);
  • Power of attorney for the person submitting the dossier (if not the legal representative).

In addition, the enterprise must submit an official letter to the General Department of Customs to confirm no outstanding import-export tax debts.
Step 6: Submit the Dossier for Enterprise Dissolution Registration to the Business Registration Office Where the Enterprise Has Its Head Office
Pursuant to Clause 3, Article 70 of Decree No. 01/2021/ND-CP, within 05 working days from the date the enterprise completes settlement of all debts, it shall submit the dissolution dossier to the Business Registration Office where the enterprise has its head office. The dissolution dossier includes documents and materials as stipulated in Clause 1, Article 210 of the Law on Enterprises 2020:

  • Notice of enterprise dissolution;
  • Report on liquidation of enterprise assets;
  • List of creditors and settled debts, including tax debts and social, health, and unemployment insurance contributions for employees after the dissolution decision (if any).

Step 7: The Business Registration Office Processes the Enterprise Dissolution Registration Dossier
Within 05 days from the date of receipt of the enterprise dissolution registration dossier and confirmation that the enterprise has no outstanding financial obligations, the Business Registration Office shall update and transfer the legal status of the enterprise to “dissolved” on the National Enterprise Registration Database, and simultaneously issue a notice of enterprise dissolution.

Reputable and Fastest Dissolution Services for Foreign-Invested Enterprises at BKC Law

At BKC Law, we provide highly reputable and efficient dissolution services for foreign-invested enterprises. Our experienced team of attorneys commits to supporting clients throughout the entire dissolution process, from preparing and submitting dossiers to competent authorities to handling related legal issues. We understand that each enterprise has unique requirements; therefore, we always strive to ensure our services are not only effective but also swift, helping clients save time and optimize costs.
For free legal consultation at BKC Law, you may contact our attorneys via the following information:
Phone: 0901 3333 41
Email: info@bkclaw.vn
Office in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Office in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City
 

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