Latest Templates for Company Dissolution Decision in 2023

Dissolving a business is a significant decision that marks the end of its legal existence and operations. This document serves as a guide for individuals and organizations seeking to terminate their business activities in compliance with Vietnamese law. We will explore the concept of dissolution, its legal basis, and the crucial steps involved in the process. Read this article from NT International Law Firm to learn more about templates for company dissolution decision.

What is Dissolution?

Enterprise dissolution refers to the officially sanctioned termination of a business’s operations. This can occur due to various factors outlined in the Enterprise Law 2020, some of which include:

• Reaching the stated operating term: Businesses with a predetermined operating period as stipulated in their company charter will automatically dissolve upon reaching that term.
• Owner or competent authority decision: The owner of a private enterprise, the Board of Members or company owner, and the Board of Directors of other enterprises may choose to dissolve the business for various reasons.
• Failure to meet minimum member requirement: Companies that fall below the minimum member requirement for a specific type of enterprise for six consecutive months without taking action to convert their type of business are subject to mandatory dissolution.
• Revocation of business registration certificate: Unless otherwise stipulated by the Tax Administration Law, businesses that have their business registration certificates revoked face mandatory dissolution.

Legal Basis for Dissolution

The legal basis for enterprise dissolution primarily rests on the following legislation:

• Enterprise Law 2020: This law establishes the legal framework for business operations and outlines the grounds and procedures for dissolving enterprises.
• Civil Code 2015: This code defines the rights and obligations of legal entities, including the conditions for their termination.
• Other relevant laws and regulations: Depending on the specific type of business and the reason for dissolution, additional legal provisions may apply.

Conditions for Dissolution

Before initiating the dissolution process, businesses must fulfill the following conditions:

• Payment of all debts and property obligations: Enterprises must ensure that all outstanding debts, including taxes, social security, and employee benefits, are fully paid before proceeding with dissolution.
• Resolution of legal disputes: Any pending legal disputes at courts or arbitration tribunals must be settled before dissolving the business.

Templates for Company Dissolution Decision

[COMPANY NAME]

[COMPANY ADDRESS]

[COMPANY REGISTRATION NUMBER]

DECISION TO DISSOLVE THE COMPANY

Date: [DATE]

Resolution No.: [NUMBER]

I. Reasons for Dissolution:

[STATE THE REASONS FOR DISSOLVING THE COMPANY, SUCH AS:]

• Reaching the end of the operating term stated in the company charter
• Decision of the owner(s) or shareholders
• The company no longer has the minimum number of members as prescribed by law
• The company’s certificate of business registration has been revoked

II. Time Limit and Procedures for Liquidating Assets and Paying Debts:

[SPECIFY THE TIME LIMIT FOR LIQUIDATING ASSETS AND PAYING DEBTS, WHICH MUST NOT EXCEED 6 MONTHS FROM THE DATE OF APPROVAL OF THE DISSOLUTION DECISION. ALSO, OUTLINE THE PROCEDURES FOR LIQUIDATING ASSETS AND PAYING DEBTS.]

III. Plan for Handling Obligations Arising from Labor Contracts:

[DESCRIBE THE PLAN FOR HANDLING OBLIGATIONS ARISING FROM LABOR CONTRACTS, SUCH AS PAYMENT OF SALARIES, SEVERANCE PAY, AND SOCIAL SECURITY CONTRIBUTIONS.]

IV. Effective Date of Dissolution:

[SPECIFY THE EFFECTIVE DATE OF THE DISSOLUTION.]

V. Appointing Liquidators:

[IF APPLICABLE, NAME THE APPOINTED LIQUIDATORS AND THEIR RESPONSIBILITIES.]

VI. Signatures:

[NAME AND SIGNATURE OF THE OWNER(S) OR AUTHORIZED REPRESENTATIVE(S)]

VII. Attachments:

• Notice of dissolution to the business registration agency
• Debt settlement plan (if any)
• Plan for handling obligations arising from labor contracts

Dissolution Procedure

The dissolution process involves several essential steps:

Notice of Dissolution:

• The enterprise must submit a notice of dissolution to the business registration agency within a prescribed timeframe after the resolution or decision to dissolve is passed.
• The notice must include details such as the enterprise’s name, address, reason for dissolution, and a plan for debt settlement and asset liquidation.

Liquidation of Assets:

• The appointed liquidators, whether internal or external, are responsible for overseeing the process of asset liquidation and debt settlement.
• This involves converting assets into cash, paying off creditors, and distributing any remaining funds to owners or shareholders.

Notification and Debt Settlement:

• The enterprise must notify relevant authorities, such as the tax agency, about the dissolution decision.
• A debt settlement plan should be communicated to creditors and other stakeholders to ensure transparency and fairness in the process.

Update of Legal Status:

• Upon receiving the dissolution documents and verifying the completion of all required procedures, the business registration agency will update the enterprise’s legal status to “dissolved” on the national database.

Debt Payment Order:

• The enterprise’s debts must be settled in a specific order, prioritizing employee salaries, social security contributions, tax debts, and finally other debts.

Submission of Dissolution Documents:

• After completing the debt settlement process, the legal representative must submit the business dissolution documents to the business registration agency within five working days.

Conclusion

Dissolving an enterprise is a complex legal process requiring careful attention to detail and adherence to relevant regulations. This guide provides a general overview of the key aspects involved. For specific advice and assistance tailored to your situation, it is advisable to consult with a qualified legal professional.

Company Dissolution Decision

NT International Law is Here to Help:

NT International Law Firm has addressed the matter of the latest templates for company dissolution decision. If you have any further questions or concerns regarding corporate law, please contact our law firm immediately for expert legal advice.

If you require any legal assistance, please feel free to reach out to us via phone at 090 252 4567 or through email: info@ntpartnerlawfirm.com. At NT INTERNATIONAL LAW FIRM, our team is committed to offering you prompt and personalized advice.

You also might be interested in:

• The 2015 Civil Code in English
• The 2020 Law On Enterprises in English