Where to submit documents to dissolve a limited liability company with 2 or more members?

Pursuant to Article 207 of the Law on Enterprises 2020, Article 208 of the Law on Enterprises 2020 and Article 210 of the Law on Enterprises 2020, as guided in Article 11 of Decree 01/2021/ND-CP, Article 12 of Decree 01/2021/ND-CP and Article 70 of Decree 01/2021/ND-CP.

- Within 05 working days from the date of full payment of debts, the company submits the application for business dissolution registration.

I. Profile components:

(1) Notice of enterprise dissolution (Appendix II-22 form issued with Circular 01/2021/TT-BKHĐT);

- Report on liquidation of enterprise assets; list of creditors and paid debts, including payment of all tax debts and debts of social insurance, health insurance, unemployment insurance for employees after the decision to dissolve the enterprise (if any).

(2) Members of the Board of Members of a limited liability company and the legal representative of the enterprise are responsible for the truthfulness and accuracy of the enterprise dissolution dossier.

(3) In case the dissolution dossier is inaccurate or forged, the persons specified in Clause 2 of this Article shall be jointly responsible for paying the unresolved benefits of employees, unpaid taxes, other unpaid debts and shall be personally responsible before the law for the consequences arising within 05 years from the date of submission of the enterprise dissolution dossier to the Business Registration Authority.

- Place to submit application: Business Registration Office - Department of Planning and Investment where the company has its headquarters.

- Processing time: Within 05 (five) working days from the date of receipt of valid documents.

Because this is a practical procedure, I need to contact the competent authority for detailed implementation support. The above content is for reference only so that I can prepare better.

II. In which cases can a limited liability company with 2 or more members be dissolved?

Pursuant to Article 207 of the Enterprise Law 2020, it is stipulated as follows:

Dissolution of an enterprise is the procedure by which an enterprise terminates its business operations. An enterprise shall only be 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 Board of Members;

- 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;

- Business registration certificate revoked or by court decision;

An enterprise may only be dissolved when it ensures payment of all debts and other financial obligations and the enterprise is not in the process of resolving disputes at the Court or arbitration agency.

In case an enterprise is dissolved due to the revocation of its Business Registration Certificate, the relevant manager and the enterprise shall be jointly responsible for the debts of the enterprise.

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

Thus, for limited liability companies with 2 or more members, the above regulations are also implemented.