Updated at 15/07/2022 - 02:31 pm
In some necessary cases, an enterprise can apply for a business suspension to stop its obligations for an appropriate time. After the factors leading to the business suspension no longer exist, the enterprise can resume its business operations, or it can also dissolve the enterprise if there is no longer a need to keep it.
Bai wrote instructions on how to register a business suspension, the duration of the suspension and restore the operation of the business.
1. Regulations on business suspension #
Business suspension can be understood as basically the enterprise temporarily not carrying out business and production activities, which means that the enterprise is not allowed to enter into contracts with partners and customers for production and business purposes. invoiced or any other incidental activity during the suspension.
– Case 1: Self-employment wants to suspend business
– Case 2: Compulsory business suspension:
The business registration agency or competent state agency may request an enterprise to suspend its business in the following cases:
+ To suspend business in conditional business lines, lines of business with conditional market access for foreign investors when detecting that the enterprise does not fully satisfy the corresponding conditions as prescribed by law;
+ Suspend business at the request of relevant agencies in accordance with the law on tax administration, environment and other relevant laws;
There are 3 timelines related to business suspension that businesses should pay attention to:
i. Time limit for notification to the competent authority
In case the enterprise suspends its business, the enterprise shall send a notice to the Business Registration Office where the enterprise is headquartered at least 03 working days before the date of business suspension. This means that if an enterprise wants to suspend its business, it must send a Notice of Suspension to the Competent Authority 03 working days before the date of its business suspension.
ii. Time limit for enterprises to suspend business
The duration of business suspension of each notice shall not exceed one year. Thus, each time the business is temporarily suspended, the business will be temporarily suspended for 01 year.
In addition, according to Decree 78/2015/ND-CP, in case after the end of one year, enterprises still want to suspend, they must notify the business registration agency. The total duration of an enterprise's consecutive suspension must not exceed two years. But Decree 01/2021/ND-CP no longer stipulates a maximum of 02 consecutive years of suspension.
Therefore, it can be understood that an enterprise can suspend its business for 01 year and not limit the number of times it conducts business suspension.
iii. The time limit for processing applications is suspended
This time will depend on whether the enterprise's application for temporary suspension is valid according to regulations. Within 03 working days, if the application for temporary suspension is valid, the business registration agency will issue a certificate of registration of business suspension for the enterprise; In case the application is invalid, the business registration agency will send a notice to the enterprise to amend and supplement.
There are many questions related to the issue of whether a business has to make a tax finalization when a business suspends its business?
The enterprise law stipulates that during the period of business suspension, enterprises must fully pay the outstanding tax, social insurance, health insurance and unemployment insurance amounts; continue to pay debts, complete the performance of contracts signed with customers and employees, unless otherwise agreed upon by enterprises, creditors, customers and employees.
In addition, Decree 126/2020/ND-CP stipulates: Taxpayers are not required to submit tax returns, except in cases where taxpayers temporarily stop operating or doing business for less than a full month, quarter, calendar year or fiscal year. are still required to submit monthly and quarterly tax declaration dossiers; annual settlement records.
Thus, while the business is temporarily suspended, the enterprise still has to fulfill its outstanding tax obligations. If the business is temporarily suspended for a full month, quarter, calendar year or fiscal year, the enterprise still has to submit monthly and quarterly tax declaration dossiers; annual settlement records.
If the business is temporarily suspended for a full month, quarter, calendar year or fiscal year, the enterprise still has to submit monthly and quarterly tax declaration dossiers; annual settlement records.
2. Guidance on business suspension procedures #
Legal regulations on business suspension procedures of enterprises with the Department of Planning and Investment and other relevant agencies. To suspend business, businesses need to follow these steps:
a) Step 1: Prepare business suspension documents
Drafting dossiers and documents in accordance with the provisions of the enterprise law on business suspension. In the reason for business suspension, there are usually many reasons, but businesses are often because of financial difficulties and cannot continue to operate.
Dossier of business suspension includes:
A dossier of business suspension in accordance with the Law on Enterprises includes the following components:
- Notice of business suspension.
- And
+ Resolution, decision and copy of meeting minutes of the Members' Council, for limited liability companies with two or more members, on business suspension;
+ Resolution, decision and copy of meeting minutes of the Members' Council, for partnerships on business suspension;
+ Resolution, decision and copy of meeting minutes of the Board of Directors for joint-stock companies on business suspension;
+ Resolution, decision of the company owner for one-member limited liability companies on business suspension.
Forms of decision to suspend business
Sample notice of business suspension: Appendix II-19
Sample of decision to suspend business:
- One member limited liability company: QD - One Member Limited Liability Company
- Limited liability companies with two or more members: QD – LTD 2 TVS AND MORE
- Joint stock company: QD – CP
b) Step 2: Submit the business suspension application to the Business Registration Authority
After preparing all documents and dossiers for business suspension, individuals, authorized organizations or enterprises directly submit dossiers to the Department of Planning and Investment of the province/city where the enterprise is registered. main office.
How to apply for business suspension?
– Enterprises can file business suspension in 03 ways:
+ Option 1: Submit directly at the business registration office in the province/city where the enterprise's head office is located.
+ Option 2: Enterprises submit online via digital signature or business registration account at the National Business Registration Portal
+ Option 3: Submit application via postal service.
c) Step 3: Receive and check the validity of the business suspension application
The Business Registration Office, after reviewing the dossier, consults with relevant agencies (if necessary) in the process of processing and completing the results of the application, will submit it to the Leader for approval. validity of the record. After that, the application status will be updated on the National Business Registration Portal.
d) Step 4: Receive notice of business suspension
When the application is valid, the business will receive an approval notice from the Business Registration Office to receive the results. In case the dossier needs to be amended or supplemented, the Business Registration Office will send a notice requesting the enterprise to amend and supplement the dossier as required.
e) Step 5: Officially suspend business activities
After receiving a notice of business suspension from the Business Registration Authority of the Department of Planning and Investment, the enterprise will suspension from the time indicated on the noticeAll business activities after the date of suspension must stop, enterprises are allowed to resume operations after the suspension period expires or request to resume operation soon before the suspension period has expired.
3. Procedures for resumption of business after the temporary suspension of business #
When businesses encounter difficulties in the process of operation, they will offer many solutions to overcome, including a plan to suspend business for a while to reorient the development plan. If during the suspension period, the enterprise has found a new direction and wants to return to the market, it is necessary to carry out the business registration procedure again with the competent authority.
In case you need to reactivate before the deadline, or the inactivity expires, please see the article on how to reactivate below:
