Investor: We have been working together to open a JSC in 2012. We would like now to close the company.
Could you please give us an estimation of your fees to cover all administrative procedures with authorities?
Could you also please let us know a possible timeline.
Lawyer of SBLAW: Under the Vietnam’s Enterprise Law 2005, the Company in Vietnam will be terminated in some following cases:
(a) The duration of operation stated in the charter of the company expires and there is no decision to extend;
(b) As decided by the enterprise owner in the case of a private enterprise; by all unlimited liability partners in the case of a partnership; by the Members’ Council or the company owner in the case of a limited liability company; by the General Meeting of Shareholders in the case of a joint stock company;
(c) The company does not have the minimum number of members stipulated in this Law for a period of six consecutive months;
(d) The business registration certificate/Investment Certificate is revoked.
1.In order to close Company in the case as mentioned in the Item (b) above, Client must:
Finalize and pay all the taxable, financial obligations to Vietnamese Government to close the tax code of Company (if any);
Finalize and pay all personal income tax, social insurance and health insurance of all employees and get certificate for finalizing such works;
Liquidate all the employment contract and other contracts such as office leasing contract, the contract with some suppliers (if any);
Settle all outstanding debts (if any);
Within seven working days after being passed, the resolution on dissolution must be sent to the Licensing Authorities, all creditors, persons having related rights, obligations or interests, and employees in the Company and must be publicly posted at the head office and branches of the Company. The resolution on dissolution must be also published on at least one written or electronic newspaper in three consecutive issues. The resolution on dissolution must be sent to creditors together with a notice of the settlement of the debt.
2.Debts of Client shall be discharged in the following order:
(a) Unpaid wages, retrenchment allowances, and social insurance in accordance with law and other benefits of employees pursuant to signed collective labor agreement and employment contracts.
(b) Tax liabilities and other debts.
After discharge of all debts and costs of the dissolution proceeding of the enterprise, the remainder shall belong to shareholders of Solusales Vietnam Company Limited.
Within a time-limit of seven working days after all debts of Client are fully paid, the legal representative of Client must submit documents relating to the dissolution of the enterprise to the licensing authority. Within 7 working days after receiving the enterprise’s valid dissolution dossier, the provincial-level licensing authority shall issue a notice of enterprise dissolution and delete the enterprise’s name from the business register unless the tax department or the police department otherwise requests.
3. SCOPE OF WORKS
Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. However, any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.
3.1.Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese law;
Drafting application documents required for submission purpose in English language;
Liaising with you to discuss the draft application documents;
Amending the application documents based on your comments;
Obtaining preliminary comments from the licensing authority on the draft application documents;
Finalizing the application documents following comments from the licensing authority; and
Translating the final version of the application documents into Vietnamese for execution.
3.2.Licensing procedures:
Submitting the application dossier to the licensing authority on your behalf;
Monitoring and following up with the relevant authorities on the approval process;
Keeping you updated on the developments and additional requirements, if any;
3.3.Roadmap for carrying out above scope of work can be described in details as follows:
a. Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within from 3 working days. The prepared documents shall then be sent to you for review, signing and seal.
b. Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the Notice of plan on dissolution of the Company to the Department of Planning and Investment;
c. Finalization of applicable tax: We shall recommend Tax Services Company to assist Client for completing this task if so required by Client.
d. Submission of official report on closing Company to the Licensing Authority. After completion of work items as described in the Item c, we shall submit documents relating to the dissolution of the enterprise to the licensing authority.
4. DELIVARABLES
The Deliverables will include documents prepared in English. Vietnamese Version shall be provided if the document is required for submission to licensing bodies. Client will review, approve and where necessary sign these documents
