PROCEDURE FOR DISSOLVING A FOREIGN COMPANY AND THE RIGHTS OF RELATED PARTIES - OTIS LAWYERS

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Conditions for Dissolving a Foreign Company

  • The expiration of the operational period specified in the company's charter without a decision to extend;
  • A decision by the business owner in the case of sole proprietorships, by all general partners in partnerships, by the Board of Members or company owner in LLCs, or by the General Meeting of Shareholders in joint-stock companies;
  • The company no longer meets the minimum number of members as prescribed by law for six consecutive months without converting to another business type.

Note: Dissolution is only carried out if the company ensures all debts and other financial obligations are paid and is not involved in ongoing disputes in court or arbitration.

Rights of Related Parties in the Dissolution of a Foreign Company

According to Clauses 2 and 5, Article 208 of the 2020 Enterprise Law, the business owner is responsible for organizing asset liquidation unless the company's charter specifies the establishment of a separate liquidation entity.

Company debts are settled in the following order:

  • Wages, severance pay, social insurance, health insurance, and unemployment insurance according to legal provisions.
  • Taxes.
  • Other debts.

After all debts and dissolution expenses are settled, the remaining assets belong to the company owner.

Required Documents for Dissolution of a Foreign Company

  • Notice of dissolution by the foreign-invested enterprise;
  • Minutes of the company's meeting on dissolution and financial obligations (not applicable for single-member LLCs);
  • Dissolution decision by the Owner, Chairman of the Board of Members, or Chairman of the Board of Directors, depending on the company type;
  • Project progress report up to the dissolution date;
  • Record of returning the company seal and seal sample certificate;
  • Decision to close the tax code issued by the Provincial Tax Department.

Steps for Dissolving a Foreign Company

Step 1: Termination of the Investment Project

Submit a decision to terminate the investment project (including the Investment Registration Certificate) to the Investment Registration Authority within 15 days of the decision date.
Expected completion time: 15 working days from the submission of valid documents.

Step 2: Approving the Company Dissolution Decision

The decision must include:

  • Company name and address of the headquarters;
  • Reason for dissolution;
  • Deadline and procedures for contract liquidation and debt settlement (not exceeding six months from the approval date);
  • Plan for handling obligations arising from labor contracts;
  • Name, signature of the legal representative.

Step 3: Post-Dissolution Decision Procedures

Within seven working days of the dissolution decision approval, the company must:

  • Send the notice, decision, and certified minutes of the meeting to the Business Registration Office;
  • Send the dissolution decision and meeting minutes to the tax authority and employees;
  • Publicly announce the dissolution decision on the National Business Registration Portal and at the company’s headquarters, branches, or representative offices.
  • If there are unpaid financial obligations, attach a debt resolution plan to the decision and notify creditors and parties with related interests or obligations.

Step 4: Asset Liquidation

Step 5: Tax Code Closure

Submit a request to the tax authority (including a certified copy of the Business Registration Certificate) to settle and close the tax code.

Documents required for tax code closure:

  • Tax code closure request letter;
  • Confirmation of invoice return;
  • Audited financial statements;
  • Accounting books and records;
  • Dissolution decision by the Owner, Chairman of the Board of Members, or Chairman of the Board of Directors, depending on the company type.

Step 6: Business Registration Authority Procedures

Within seven days of settling all company debts, the company’s legal representative must submit a dissolution application to the Provincial Business Registration Office or via the National Business Registration Portal at dangkykinhdoanh.gov.vn.

Note: If the company uses a seal issued by the police, it must return the seal and the seal registration certificate to the police for a seal revocation certificate.

Timeline: 180 days after submitting the dissolution decision to the Department of Planning and Investment, if there are no objections, the Business Registration Office will update the company’s legal status in the National Business Registration Database within five working days.

For any questions or comments, please contact:
OTIS AND PARTNERS LAW FIRM
Office address: 2nd Floor, CT3 Building, Yen Hoa Park View Urban Area, No. 3 Vu Pham Ham Street, Yen Hoa Ward, Cau Giay District, Hanoi
Email: info@otislawyers.vn
Hotline: (+84)987748111

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