Q&A: Liquidation Enterprise for Vietnam company

Question: Would like to check whether you firm provide service on liquidation of enterprise for Vietnam company? If so, please let me know the scope of service and fee.

Answen: We understand that your company (hereinafter referred to as “Client”) is now seeking legal advices for closing its subsidiary company in Vietnam (hereinafter referred to as “Company”).

We therefore are grateful to present you our Legal Services Proposal for your review and consideration.

1. PROCEDURES FOR CLOSING COMPANY IN VIETNAM

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 shareholding 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.

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.

Debts of the enterprise 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 the Company owner

Within a time-limit of seven working days after all debts of the Company are fully paid, the legal representative of the Company 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.

2.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.

Roadmap for carrying out above scope of work can be described in details as follows:

1. 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.
2. 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;
3. Termination of labor contract, finalization of personal income tax and termination of office lease contract: We shall assign our associate and experts to conduct research all existed documents regarding to matters incurred during operation of Company including labor, tax, social insurance and office lease etc. Generally, it shall take us about 02 working days to complete documents review. S&B Law shall immediately advise Client if we need more time to fulfill the task. Upon completion of document review, SB Law shall provide Client a Report detailing current status of Client and our recommendation for approaching each issue. Then, S&B Law shall assist Client to terminate labor contract with employee, settling legal matters regarding to personal income tax, social insurance and office lease contract in accordance with plan as approved by Client. Generally, it shall take us about 1-3 months to complete this work. S&B Law shall immediately advise Client if we need more time to fulfill the task.
4. 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.

3. 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.

4. PROFESSIONAL FEE

4.1. The Price for performing the SBLaw services as mentioned in Item 4 above will be as follows:

–         Preparation and submission of Notice of plan on closing Company and documents relating to the dissolution of the enterprise to the licensing authority shall be: 3,000 USD (Three thousand US Dollar);

–         If you request us to support for finalizing tax obligations with the tax agency, we shall further charge for reviewing accounting documents regarding to the operation of Company. This service fee shall be fixed after we make the review of your company’s documents.

–         Finalizing Personal Income Tax, termination of labor contract and termination of office lease agreement: We shall advise upon completion of our documents review.

4.2. Services fee shall be paid to SBLaw as follows:

–               Within 30 calendar days from the date of signing the legal service contract, Client will pay for SBLaw an advance payment which equivalent to 85% of the total estimated services fee.

–               Client willpay the remained fee and other cost and disbursement incurred on Client’s behalf within 5 days from completion of Company dissolution.

–               Client shall immediately notify SBLaw of when actual payment(s) will be made on the amount specified in the invoice(s). SBLaw will start working only upon receipt of payment of the respective invoice(s). Alternatively, SBLaw reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, SBLaw reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by SBLaw.