1. When will the business be dissolved?
Dissolution of the enterprise is a serious problem when enterprises are no longer effective, the death business is not easy, and convenient as business procedures originally established.
In Article 201 of the Law on Enterprises 2014 cases and conditions stipulated dissolution business enterprise shall be dissolved in the following cases:
a) The duration of operation stated in the charter of the company without the extension decision;
b) According to the decision of business owners for private businesses, of all members of the partnership for the partnership, a member of the Council, owner of the company to a limited liability company, General Meeting of shareholders of the company shares;
c) The company does not have the minimum number of members under the provisions of this Act within a period of 06 consecutive months without conversion procedure types of businesses;
d) Revocation of business registration certificate.
So when attached to one of the above cases, the enterprise can make the dissolution procedure to terminate operations. It can be seen can be divided into two cases of dissolution: dissolve naturally and dissolved by the will of the owners. In case of dissolution of course it is the case now active expiration without renewal or the company no longer sufficient number of members as stipulated by law or revoked business registration certificate of business industry.
Business conditions for dissolution procedures specified in paragraph 2 of Article 201 is:
"2. Enterprises can only be guaranteed when the full payment of all debts and other property obligations and are not now in the process of settling disputes in court or arbitration body. Relevant managers and enterprises specified in Clause 1 of this Article jointly liable for the debts of the business. "
Consultation procedures for dissolution, bankruptcy of enterprises
2. enterprise dissolution profile
As stipulated in Article 204 of the Enterprise Law in 2014, the enterprise dissolution profile includes the following documents:
a) Notice of dissolution of the enterprise;
b) Report on asset liquidation business; a list of creditors and debts were paid, including payment of all debts and tax arrears of social insurance contributions, workers after the decision to dissolve the business (if any);
c) The seal and seal specimen certificate (if applicable);
d) certificate of business registration.
2. Members of the Board of Directors of JSC, member of the Board member limited liability company, company owners, private business owner, director or general director, general partner, legal representative of the enterprise responsible for the truthfulness and accuracy of enterprise dissolution profile.
3. In case of dissolution profile is inaccurate, forged, those prescribed in paragraph 2 of this Article shall be jointly responsible for payment of the outstanding debt, the amount of tax not paid and workers' rights have not be addressed and individuals responsible before the law for the consequences incurred within 05 years from the filing date of dissolution of the enterprise to the business registration agency.
3. The process of dissolution of the enterprise
In Article 202 of the Enterprise Law 2014 provides for the order and procedures for dissolution of enterprises.
The dissolution of the enterprise in the cases provided for in points a, b and c, Clause 1 of Article 201 of this Law shall comply with the following provisions:
1. Through enterprise dissolution decision. Enterprise dissolution decision must contain the following major contents:
a) Name and address of the head office of the enterprise;
b) Reason for dissolution;
c) Time limit and procedures for liquidation of contracts and payment of the debts of the enterprise; payment term debt, liquidation of contracts may not exceed 06 months from the date of adoption of the decision on dissolution;
d) Plan for dealing with the obligations arising from labor contracts;
e) Name and signature of the legal representative of the business.
2. Owners of private businesses, Council members or owners of the company, the Board of Management directly held corporate asset liquidation, unless otherwise stipulated in the company charter organization establish its own liquidation .
3. Within 07 working days from the date of adoption, the dissolution decision and meeting minutes must be sent to the business registration agency, tax authorities, workers in the enterprise, signed the decision on dissolution national Portal of enterprise registration and must be publicly posted at the head office, branches, representative offices of enterprises.
Where enterprises are financial obligations unpaid must enclose decision to dissolve the settlement of debts to creditors, whose rights and obligations are concerned. The notification must contain the name and address of the creditor; debts, duration, location and method of payment of such debt; the method and time limit for resolution of complaints by creditors.
4. Business Registration Agency must notify the state enterprises dissolution procedures on national portal on enterprise registration immediately after receiving the decision on dissolution of the enterprise. Accompanying the decision to publish the dissolution and the settlement of debts (if any).
5. The enterprise's debts are paid according to the following order:
a) Unpaid wages, severance allowances, social insurance as prescribed by law and other benefits of employees under collective bargaining agreements and labor contracts signed;
b) tax liabilities;
c) Other liabilities.
6. After payment of all debts and dissolution expenses now, the rest divided by private business owners, members, shareholders or owners of the company under the ownership ratio of capital contribution , share.
7. The legal representative of the enterprise may submit nominations for the Business Registration Agency within 05 working days from the date of payment of all debts of the business.
8. After a period of 180 days from the date of receiving the decision to dissolve in accordance with paragraph 3 of this article without getting opinions on the dissolution of the enterprise or the objections of parties concerned in writing or in 05 days working from the date of receipt of dissolution, the business registration agency updates the legal status of the enterprise on the national database of registered businesses.
9. The Government shall provide details of the order and procedures for dissolution
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