Company dissolution is a crucial stage in the business lifecycle. In Vietnam, this process involves multiple government departments and requires careful planning and execution. Below is a detailed overview of the company dissolution process in Vietnam, along with a checklist of required documents.

Administrative Process Details

Company Internal Decision-making

Convene shareholders’ meeting: Prepare for the meeting. Send meeting notice (at least 7 days in advance). Prepare meeting attendance sheet. Discuss and pass company dissolution resolution. Form liquidation committee (usually 3-5 people, including legal representative and financial officer). Prepare meeting minutes.

Liquidation committee’s first meeting: Elect committee head (usually the legal representative). Develop liquidation plan. Assign responsibilities to committee members.

Announcement Procedures

Publish dissolution notice: Inform partners and customers. Advertise dissolution announcement in national newspaper for 3 consecutive days. Notify all known creditors (by registered mail). Notify employees (at least 45 days in advance).

Asset inventory and debt handling： Create detailed asset inventory list. Conduct stock inventory. Collect receivables. Negotiate repayment plans with creditors. Handle unfinished contracts (terminate or transfer).

Employee resolution: Calculate and pay compensation. Process social insurance and health insurance termination procedures.

Liquidation report: Prepare liquidation report, including asset disposal and debt settlement status. Convene shareholders’ meeting to review and approve the report.

Tax Clearance

Prepare tax clearance application: Fill out tax forms, Prepare financial statements and tax returns for the last 3 years. Prepare asset list and financial statement

Submit tax clearance application: Submit application to local tax office. Pay all outstanding taxes (including possible late payment penalties).

Tax audit: Cooperate with tax office for on-site audit (if any). Provide additional documents or explanations (if needed).

Obtain tax clearance certificate: Receive tax clearance certificate, Wait for tax office review (usually takes 30-45 days).

Dissolution Application

Prepare dissolution application documents: Fill out company dissolution application form. Collect all necessary supporting documents.

Submit dissolution application: Submit application to business registration authority. Pay application fee.

Wait for response: Approval time is usually 5 working days. Promptly provide additional materials if there are any issues.

Business License Cancellation

Prepare cancellation application, Fill out business license cancellation application form, Prepare all required documents. Submit cancellation application, Submit application to business registration authority, Return original business license. Obtain cancellation certificate, Receive business license cancellation certificate.

Detailed Document Checklist

Company Internal Decision Documents

□ Shareholders’ meeting notice
□ Shareholders’ meeting attendance sheet
□ Shareholders’ meeting resolution (original, signed by all shareholders)
□ Shareholders’ meeting minutes
□ Liquidation committee formation document (original)
□ Minutes of liquidation committee’s first meeting

Company Procedure Documents

□ Dissolution announcement (newspaper copies)
□ Notices to creditors (copies and written proof)
□ Employee termination notices (copies)
□ Detailed asset inventory list
□ Stock inventory list
□ Accounts receivable list
□ Employee debt list
□ Unfinished contract list and handling plan
□ Employee compensation calculation sheet
□ Social insurance and health insurance termination certificates
□ Liquidation report (original, signed by all liquidation committee members)
□ Shareholders’ resolution approving liquidation report

Tax Clearance Documents

□ Tax clearance application form (original)
□ Financial statements for the last 3 years (original)
□ Tax returns for the last 3 years (certified copies)
□ Asset list (original)
□ Tax statement (original)
□ Proof of payment for outstanding taxes
□ Tax clearance certificate (original)

Dissolution Application Documents

□ Company dissolution application form (original)
□ Shareholders’ resolution (original)
□ Liquidation report (original)
□ Tax clearance certificate (certified copy)
□ Dissolution announcement (newspaper copies)
□ Company seal (physical)
□ Latest company charter (certified copy)

Business License Cancellation Documents

□ Business license cancellation form (original)
□ Dissolution approval document (certified copy)
□ Original business license (physical)
□ Company seal cancellation certificate (if processed)

Important Notes

Time Constraints

Must wait at least 6 months from publishing dissolution announcement to submitting dissolution application. Employee termination notice must be given at least 45 days in advance. Tax clearance usually takes 30-45 days. The entire dissolution process may take 8-12 months.

Document Requirements

All documents must be in Vietnamese or accompanied by certified Vietnamese translations. Documents from foreign investors may require consular or embassy authentication. Keep copies of all documents for future reference.

Financial Considerations

Ensure sufficient funds to pay all debts and employee compensation. Set aside adequate funds for various expenses during the dissolution process. Consider potential tax audits and additional tax payments.

Legal Compliance

Strictly adhere to relevant provisions of Vietnam’s Enterprise Law and Investment Law. Consider additional dissolution requirements for special industries (e.g., banking, insurance).

Practical Suggestions

Engage experienced local legal counsel or accountants to assist throughout the process. Designate a Vietnamese-speaking employee to handle the entire process. Maintain good communication with relevant government departments to stay updated on the latest requirements.

Company dissolution in Vietnam is a complex and time-consuming process that requires careful planning and execution. By following the detailed procedures outlined above, preparing the necessary documents, and paying attention to relevant matters, companies can more smoothly complete the dissolution process. It is advisable to thoroughly assess various risks and costs before initiating the dissolution procedure, and to seek professional advice to ensure the entire process is legally compliant and successfully completed.