Dissolution procedures in a single-member limited liability company

I. General information

Enterprise dissolution is the procedure by which a single-member limited liability company carries out procedures to terminate its business activities. A single-member limited liability company is dissolved in the following cases:

- The term of operation stated in the Company Charter ends without a decision to extend;

- According to the decision of the Company Owner;

- The company no longer has the minimum number of members as prescribed by the Enterprise Law 2020 for a period of 06 consecutive months without completing procedures to convert the type of enterprise;

- The Certificate of Business Registration is revoked, except in cases where the Law on Tax Administration provides otherwise or by court decision.

A single-member limited liability company can only be dissolved when it ensures payment of all debts and other financial obligations and the company is not in the process of resolving a dispute at the Court or arbitration agency.

In case a single-member limited liability company is dissolved due to the revocation of its Business Registration Certificate, the relevant manager and the company shall be jointly liable for the company's debts.

For companies with affiliated units (branches, representative offices, business locations), before carrying out dissolution procedures, the company must carry out procedures to terminate the operations of those affiliated units.

II. The order and procedures for dissolving an enterprise, except in cases where the Certificate of Enterprise Registration is revoked, are as follows:

1. Through the decision to dissolve the company

See details at job: "Approval of dissolution decision".

2. Public announcement of dissolution decision

See details at job: "Dissolution Notice".

3. Liquidation of assets and payment of company debts

The owner of a single-member limited liability company shall directly organize the liquidation of the company's assets, except in cases where the Company Charter stipulates the establishment of a separate liquidation organization.

The debts of a single-member limited liability company are paid in the following order:

- Debts of wages, severance pay, social insurance as prescribed by law and other benefits of employees according to collective labor agreements and signed labor contracts;

- Tax debt;

- Other debts.

After paying the costs of liquidating the business and debts, the remainder is distributed to the company owners.

Note: For companies using seals issued by the police, the company is responsible for returning the seal and the Certificate of Seal Registration to the police as prescribed when carrying out dissolution procedures. See details at the job: "Seal Return Procedures".

4. Carry out procedures to complete tax obligations with tax authorities upon dissolution.

See details at the job: "Procedures for completing tax obligations upon dissolution".

5. Submit company dissolution documents

The legal representative of a single-member limited liability company shall submit the enterprise dissolution dossier to the Business Registration Authority within 05 working days from the date of full payment of all debts of the enterprise.

See details at job: "Submit company dissolution documents".

In particular, for companies that are dissolved due to the revocation of their business registration certificate or by a court decision, the procedure for approving the dissolution decision will not be carried out, but instead a meeting will be convened to decide on the dissolution of the company:

- Within 10 days from the date of receipt of the decision to revoke the Certificate of Business Registration or the effective decision of the Court, the company must convene a meeting to decide on dissolution.

- Then, follow the procedures for dissolving the company as in the above cases.

Note: In cases where the law requires newspaper publication, when carrying out the Dissolution Notice procedure, the decision to dissolve the company must be published in at least one written or electronic newspaper for three consecutive issues.