Although the number of foreign investment projects in Vietnam is relatively large, most of which are implemented in the form of enterprises with foreign investment capital, not all organizations achieve the expected outcomes or profitability. As a result, many enterprises have been compelled to make the decision to implement procedures for the dissolution of enterprises with foreign investment capital.

I. Guidance on procedures for dissolution of enterprises with foreign investment capital

How are the procedures for dissolving an enterprise with foreign investment capital implemented? Ngoc Phu Law Company Limited – NPLaw hereby provides certain relevant information in the following article for your reference.

1. Cases in which enterprises must implement dissolution procedures

Pursuant to Article 207 of the Law on Enterprise 2020, enterprises with foreign investment capital shall be dissolved in the following cases:

  • Upon expiration of the operation duration as stated in the company charter without any decision on extension;
  • Under resolutions or decisions of the business owner in respect of private enterprises; of the Members’ Council in respect of partnerships; of the Members’ Council or company owner in respect of limited liability companies; or of the General Meeting of Shareholders in respect of joint stock companies;
  • If the company no longer maintains the minimum number of members as prescribed by this Law for a continuous period of six (06) months without implementing procedures for conversion into another type of enterprise;
  • If the Enterprise Registration Certificate is revoked, except for cases otherwise provided for by the Law on Tax Administration.

Note: An enterprise may only implement dissolution procedures when it has fully settled all debts and other property-related obligations and is not involved in any dispute resolution process before a Court or Arbitration.

2. Dossier for dissolution procedures

Pursuant to Article 210 of the Law on Enterprise 2020, the dossier for dissolution of an enterprise with foreign investment capital includes the following documents:

  • Notice of enterprise dissolution;
  • Report on liquidation of enterprise assets;
  • List of creditors and debts that have been paid, including full payment of tax liabilities and outstanding contributions for social insurance, health insurance, and unemployment insurance for employees following the dissolution decision (if any).

3. Procedures for dissolution of enterprises with foreign investment capital

The registration for dissolution of an enterprise with foreign investment capital shall be implemented in accordance with the following sequence and procedures:

Step 1: Within seven (07) working days from the date on which the resolution or decision on dissolution is adopted, the enterprise shall send a notice of enterprise dissolution to the Business Registration Office where the enterprise’s headquarters is located. The notice must be accompanied by the following documents:

  • Resolution, decision, and minutes of meeting of the Members’ Council, or resolution or decision of the company owner regarding enterprise dissolution;
  • Debt settlement plan (if any).

Step 2: Implementing procedures for termination of operations of branches, representative offices, and business locations of the enterprise at the Business Registration Office where such branches, representative offices, or business locations are located (if any).

Step 3: Terminating the operation of the investment project by sending the decision on termination of the investment project to the Investment Registration Authority within fifteen (15) days from the date of issuance of such decision, together with the Investment Registration Certificate (if any).

Step 4: The enterprise shall implement procedures for fulfillment of tax obligations with the tax authority in accordance with the Law on Tax Administration and submit the dossier for termination of the tax identification number.

Step 5: Within five (05) working days from the date on which all debts of the enterprise have been fully paid, the enterprise shall submit the dossier for registration of enterprise dissolution to the Business Registration Office where the enterprise’s headquarters is located.

Note: For enterprises using seals issued by the public security authority, the enterprise is responsible for returning the seal and the Certificate of Seal Specimen Registration to the public security authority in accordance with regulations when implementing dissolution procedures.

4. Duration for processing and returning results of dissolution dossiers

Within one (01) working day from the date of receipt of the notice of enterprise dissolution, the Business Registration Office shall publish the relevant documents and the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal, change the legal status of the enterprise in the National Enterprise Registration Database to “under dissolution procedures”, and send information on the enterprise dissolution to the tax authority. The enterprise shall implement procedures for fulfillment of tax obligations with the tax authority in accordance with the Law on Tax Administration.

Within five (05) working days from the date on which all debts of the enterprise have been fully paid, the enterprise shall submit the dossier for registration of enterprise dissolution to the Business Registration Office where the enterprise’s headquarters is located.

Upon receipt of the dossier for registration of dissolution of an enterprise with foreign investment capital, the Business Registration Office shall send information on the enterprise’s dissolution registration to the tax authority. Within two (02) working days from the date of receipt of information from the Business Registration Office, the tax authority shall provide its opinion on the enterprise’s fulfillment of tax obligations to the Business Registration Office. Within five (05) working days from the date of receipt of the enterprise dissolution registration dossier, the Business Registration Office shall change the legal status of the enterprise in the National Enterprise Registration Database to “dissolved” if no refusal is received from the tax authority, and concurrently issue a notice of enterprise dissolution.

The above constitutes information on the procedures for dissolution of enterprises with foreign investment capital in accordance with Vietnamese law. Ngoc Phu Law Company Limited specializes in providing comprehensive and professional legal services related to domestic and foreign investment; enterprises; real estate; intellectual property; labor; legal consultancy on drafting, negotiation, and execution support for domestic and international commercial contracts and service contracts; as well as consultancy and assistance in carrying out procedures for obtaining licenses and other regulatory approvals. With a team of professionally trained lawyers and legal specialists, we are fully capable of advising and supporting clients in implementing the above procedures.

Should you require further clarification regarding procedures for dissolution of enterprises with foreign investment capital, please contact NPLaw promptly for timely consultation and assistance.