CONSULTANCY SERVICES DISCLAIMER
Just like setting up a business, dissolving a business (100% Vietnamese capital or foreign invested capital) also includes a step-by-step process, each step is extremely important to help the business owner. Karma liquidation of remaining obligations of the enterprise , and avoid liability after.
EXPERTIS's business dissolution consulting service is a service of consulting and acting on behalf of business owners to carry out necessary procedures to the authorities in order to close the business, terminate its existence and operate at will. of the enterprise.
We provide business dissolution consulting services for the following types of businesses:
- Enterprise with 100% Vietnamese capital.
- Enterprises with foreign investment in the form of indirect investment do not have an investment registration certificate.
- Foreign-invested enterprises in the form of direct investment have an investment registration certificate.
Necessary understanding of business dissolution
Enterprise dissolution means that the business owner carries out legal procedures to terminate the existence of the enterprise, thereby terminating its legal status and related rights and obligations of the enterprise.
In case of self-decision to dissolve by the highest level of the enterprise:
- According to the decision of the Business Owner for a private enterprise;
- According to a decision of the Members' Council for a partnership company;
- According to the decision of the Members' Council, for limited liability companies with 2 or more members;
- According to the decision of the Company Owner for a single-member limited liability company;
- According to the decision of the General Meeting of Shareholders for joint-stock companies.
In case of dissolution in accordance with the law:
- End of operation term stated in the company's charter without decision on extension; The company no longer meets the minimum number of members as prescribed by the Law on Enterprises for a period of 06 consecutive months without carrying out procedures for converting the type of enterprise;
- Certificate of business registration revoked.
An enterprise may only be dissolved when it ensures payment of all debts and other property obligations and is not in the process of settling disputes at Court or Arbitration.
As mentioned, an enterprise can only be dissolved when it guarantees to pay off all debts and other property obligations and not during the dispute settlement process at Court or Arbitration.
Expertis with experience in consulting and comprehensive handling of business obligations will help business owners to dissolve quickly, successfully and economically:
- Consulting on handling financial obligations;
- Consulting on tax finalization, handling tax obligations;
- Consulting on handling of labor obligations - salary, social insurance.
CONTENT OF BUSINESS DISCLOSURE SERVICES
The 5-Step PACKAGE PROCESS TO COMPLETELY DISSOLVE A BUSINESS
1. Initial consultation on issues to be noted before dissolution of the enterprise
2. Advice on how to liquidate the remaining assets
3. Advice on how to handle receivables and payables
4. Advice on how to liquidate tax obligations
5. Advice on how to liquidate Social Insurance obligations
6. Advice on how to liquidate import-export tax obligations
7. Advice on how to liquidate other obligations (if any other obligations other than those mentioned above exist on the Balance Sheet)
8. Advice on handling of accounting transactions arising from liquidation activities, tax declaration for liquidation activities
1. Approving the decision to dissolve the enterprise.
- This decision shows the unanimity of members on issues related to the reasons for dissolution; deadline and procedures for contract liquidation and debt payment; plan to handle obligations arising from labor contracts and the establishment of a liquidation team.
- An enterprise dissolution decision must contain the following principal details: Name and address of the head office of the enterprise; Reason for dissolution; Time limit and procedures for contract liquidation and payment of debts of the enterprise; the time limit for debt payment and contract liquidation must not exceed 06 months from the date of approval of the dissolution decision; The plan to handle obligations arising from the labor contract; Full name and signature of the legal representative of the enterprise.
2. Submit the notice of dissolution to the relevant authorities, from here start the process of dissolution of the enterprise until the dissolution is completed.
1. Directly work and explain tax settlement with tax authorities
2. Apply for tax refund eligible for tax refund if there is a legitimate demand for tax refund (VAT on exports, investment projects, overpaid tax ...)
1. Apply for a Notice of Business No longer owed tax
2. Handle outstanding issues of social insurance and apply for a certificate of fulfillment of social insurance obligations
3. Handle outstanding issues with Customs and Apply for a Certificate of Completion of Import-Export obligations with Customs (If there is no import or export, you still need to apply for a confirmation that there is no import-export activity)
1. Return the Seal to the Seal Issuer.
2. Implementation of Dissolution Announcement.
3. Carry out the procedures for returning the Business Registration Certificate.
4. Receive “Notice on dissolution/determination of business” from the Department of Planning and Investment.
3 work contents
for dissolution of enterprises with foreign investors (FDI, FII)
Foreign-invested enterprises are required to audit their financial statements. Therefore, the final financial statements up to the date of dissolution must also be audited. We will review the financial records and advise on the audit up to the time of business dissolution.
1. Consulting procedures for transferring the remaining investment capital and profits (if any) back home.
2. Consult and work with the capital account management bank to complete the money transfer and close the capital account.
3. Consulting and explaining the withdrawal of capital to the requesting country (India, Korea ...)
1. Carry out investment reporting procedures upon dissolution (General report up to the time of dissolution, Investment supervision report...)
2. Return of Investment Registration Certificate (IRC)
REASON FOR CHOOSE SERVICE
EXPERTIS . ENTERPRISE DISCLOSURE CONSULTING
The Board of Directors, a team of auditors and accounting experts have many years of experience in consulting for Vietnamese and foreign-invested enterprises in Vietnam.
Comprehensive expertise for all issues related to dissolution including: audit, accounting, tax, labor, salary, insurance and corporate legal will help clients have an optimal dissolution service, saving money. cost-effective, lightest, and at the same time ensure the fulfillment of the business owner's obligations, no more problems later.
Dissolution is not an easy decision, you need to understand all aspects of its arising and consequences, the pros and cons between dissolution and bankruptcy, between dissolution on decommissioning or selling the business.
Understanding that, Expertis takes step 1 of consulting related issues thoroughly and closely, helping you to make the correct decision.
+ Accurately perform the work content as agreed in the contract.
+ Prepare reports, send reports as required and on time.
+ Cooperate with customers to find solutions to problems to ensure that the interests of customers come first.
Termination of the enterprise's branches, representative offices, and business locations
Before carrying out the procedures for registration of dissolution of an enterprise, an enterprise must carry out procedures to terminate the operation of its branches, representative offices and business locations at the Business Registration Office where the branch is located. Representative offices, business locations.
No, you must comply with the management structure for each type of enterprise specified in the Law on Enterprises in order to pass the decision to dissolve the enterprise:
To be able to conduct the dissolution of an enterprise, first of all, the enterprise needs to hold a meeting to pass the dissolution decision. Accordingly, the dissolution must be approved by the owner for a one-member limited liability company, by the Members' Council for a limited liability company with two or more members, by the General Meeting of Shareholders. shareholders with respect to joint stock companies and by partners for partnerships.
This decision shows the unanimity of members on issues related to the reasons for dissolution; deadline and procedures for contract liquidation and debt payment; plan to handle obligations arising from labor contracts and the establishment of a liquidation team.
The decision to dissolve an enterprise must contain the following main contents:
a) Name and address of the head office of the enterprise;
b) Reasons for dissolution;
c) Time limit and procedures for contract liquidation and payment of debts of the enterprise;
d) Plan to handle obligations arising from the labor contract;
dd) Full name and signature of the owner of the private enterprise, the company owner, the Chairman of the Members' Council, the Chairman of the Board of Directors;
Yes, the dissolution decision must be publicly announced
After the dissolution decision is passed, the enterprise must notify the persons with rights and interests related to the dissolution of the enterprise of the dissolution decision. In case the enterprise has unpaid financial obligations, the debt settlement plan must be sent together with the dissolution decision to the creditors and persons with related interests and obligations. The notice must contain the name and address of the creditor; debt amount, deadline, location and method of payment of such debt; method and deadline to settle creditors' complaints.
In case the enterprise has unpaid financial obligations, it must enclose the resolution, dissolution decision and debt settlement plan to its creditors, persons with related rights, obligations and interests. The debt settlement plan must have the name and address of the creditor; debt amount, term, place and method of payment of such debt; the method and time limit for settling the creditor's complaint;
The business registration agency must announce the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal right after receiving the resolution or decision on dissolution of the enterprise. Enclosed with the notice must be posted the resolution, dissolution decision and debt settlement plan (if any);
The enterprise's debts are paid in the following order of priority:
a) Debts in salary, severance allowance, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees under collective labor agreement and contract signed labor contract;
b) Tax debt;
c) Other debts;
After paying the costs of dissolution of the enterprise and debts, the remainder shall be divided among the owners of the private enterprise, members, shareholders or owners of the company according to the percentage of ownership of contributed capital or shares. ;
An enterprise dissolution dossier includes the following documents:
a) Notice of dissolution of the enterprise;
b) Report on liquidation of enterprise assets; the list of creditors and the amount of debt paid, including payment of all tax debts and payment of social insurance, health insurance and unemployment insurance premiums for employees after the decision to dissolve the business occupation (if any).
Member of the Board of Directors of a joint stock company, member of the Members' Council of a limited liability company, company owner, owner of a private enterprise, director or general director, general partner, representative Under the law of the enterprise is responsible for the truthfulness and accuracy of the dissolution dossier of the enterprise.
In case the dissolution dossier is inaccurate or forged, the regulatory authorities are responsible for the truthfulness and accuracy of the dossier (A member of the Board of Directors of a joint-stock company, a member of the Members' Council of a limited liability company, the owner of the company, the owner of a private enterprise, the director or general director, a general partner, a representative legal representation of the enterprise) must be jointly responsible for paying unresolved employee benefits, unpaid taxes, other unpaid debts and personal responsibility before the law about the consequences arising within the time limit 05 years from the date of submitting the enterprise dissolution dossier to the business registration agency.
Prohibited activities since the dissolution decision
1. Since the decision to dissolve the enterprise is issued, the enterprise and its manager are strictly prohibited from performing the following activities:
a) Concealing or dispersing property;
b) Relinquish or reduce the right to collect debt;
c) Convert unsecured debts into secured debts with assets of the enterprise;
d) Sign a new contract, except for the case of dissolution of the enterprise;
dd) Pledge, mortgage, donate or lease property;
e) Terminate the performance of an effective contract;
g) Mobilizing capital in any form.
2. Depending on the nature and seriousness of their violations, individuals who commit violations specified in Clause 1 of this Article may be administratively sanctioned or examined for penal liability; If damage is caused, compensation must be made.
Depends on the specific case.
The objective of tax liability processing is to have the tax authority confirmed that it does not owe tax. To be confirmed not to owe tax, the enterprise applies the instructions below.
Cases where tax finalization is not required upon dissolution
1. To pay enterprise income tax according to the percentage of turnover
Enterprises and organizations that are liable to pay enterprise income tax at the rate of% on sales of goods and services in accordance with the law on corporate income tax shall dissolve or terminate their operations.
2. The business does not generate revenue, has not used invoices
An enterprise dissolves or terminates its operation, but from the time it is granted the business registration certificate or the enterprise registration certificate to the time of dissolution or shutdown, the enterprise has not generated any revenue. use invoice.
3. Revenue has been generated, invoices have been used but the following conditions are satisfied:
An enterprise that is liable to pay corporate income tax according to declaration shall dissolve or terminate its operation if the following conditions are satisfied:
- Have an average annual turnover (from the year that has not been finalized or tax inspection or examination to the time the enterprise dissolves or terminates its operation) not exceeding VND 1 billion / year.
- From the year the enterprise has not received the tax finalization, tax inspection or examination to the time of dissolution or shutdown, the enterprise shall not be sanctioned for tax evasion law violations.
- The amount of corporate income tax paid from the year that has not been finalized, tax inspection or examination to the time of dissolution or shutdown is higher than the corporate income tax amount, if calculated as a percentage of the sale turnover. goods and services.
For the cases specified at Points 1, 2, 3 above, within 05 (five) working days from the date of receipt of the dossier submitted by the taxpayer (including the decision to dissolve or terminate its operation; documents proving that the taxpayer falls into the above cases and has fully paid payable tax amounts, if any), the tax office shall confirm that the enterprise has fulfilled its tax liability.
Regulations on percentage of revenue:
+ For services (including deposit interest, loan interest): 5%.
+ Particularly for educational, medical and performing arts activities: 2%.
+ For commodity trading: 1%.
+ For other activities: 2%.
In case of tax finalization upon dissolution
For the case of enterprise dissolution or termination of operation that does not fall into the above-exempt cases, based on actual needs, the tax authority directly managing taxpayers will conduct tax finalization according to the plan set forth by the tax authority. issued by the tax authority.
According to the current tax law, the tax declaration - payment of enterprises is carried out according to the method: self-declaration - self-payment and self-responsibility. Therefore, to be able to legally dissolve a business, companies are required to go through tax finalization so that the tax agency can check the transparency and accuracy when submitting the enterprise's report, before the tax authority. The tax authority makes a decision to fulfill the tax liability of the enterprise.
In order for an enterprise to plan its dissolution tax finalization plan, an enterprise needs to complete and submit the following procedures:
1. A written certification of fulfillment of tax obligations with import-export activities by the General Department of Customs if your business has import-export activities. Or a written commitment to have no tax debts and other payables to the state budget related to import-export activities to the date of signing the confirmation of tax debt of the General Department of Customs and take responsibility for this commitment.
2. Minutes of asset liquidation (if there are liquidated assets).
3. Notify the result of invoice cancellation and report on the use of invoices up to the time of submission of the dissolution dossier.
4. Report on finalization of corporate income tax (CIT) and report on personal income tax (PIT) up to the time of submission of the dissolution dossier.
5. Submit the Value Added Tax (VAT) declaration up to the time of enterprise dissolution filing.
5. Financial statements are prepared up to the time of settlement. For FDI enterprises, the corresponding audit report must be submitted.
After submitting all the documents listed above, the deadline for tax finalization for dissolution of the company is the forty-fifth (45) day from the date of submission of complete documents.
During this time, businesses need to carefully prepare, complete accounting books and appoint personnel in charge of explanations to work with tax agency representatives.
The objective of the settlement of social insurance obligations is to be certified by the social insurance agency that they do not owe social insurance. To be certified not to owe social insurance, the enterprise shall follow the instructions below.
- Closing the employee's insurance book.
- Comparing compulsory social insurance to the time of dissolution
- Please confirm no debt of social insurance.
The goal of handling import and export tax obligations is to be certified by the customs office that they do not owe import and export tax obligations. To be certified not to owe import-export tax obligations, enterprises shall follow the instructions below.
Import and export goods liable to tax must pay tax before goods are cleared or released. Except for the case where the taxpayer is entitled to the priority regime prescribed by the Customs Law. Therefore, most of import and export taxes have been paid in full, except for cases that need post-inspection: Outsourcing for export; Tax adjustment due to detection before dissolution time.
A dossier to certify no customs tax debt for dissolution comprises:
- Letter of confirmation that you do not owe customs duties.
- Minutes of meeting, decision on dissolution of the company.
- Copy of business registration, establishment decision of the unit (authenticated)
Within 5 working days, the General Department of Customs will have a written reply on whether the unit owes or does not owe customs tax.
Upon receipt of the General Department of Customs' written confirmation of no tax debt, the enterprise shall submit this document to the tax administration agency before terminating the tax identification number.
If you need business dissolution services, consulting on business dissolution process, answering questions about what is business dissolution, carrying out business dissolution procedures, please contact us. Expertis