In what order is a 2-member limited liability company dissolved?

The order and procedures for dissolving an enterprise are carried out in the following steps:

Step 1: Approve the decision to dissolve the enterprise;

Step 2: Publicly announce the dissolution decision;

Step 3: Liquidate the assets and debts of the enterprise;

Step 4: Complete tax obligations with tax authorities upon dissolution;

Step 5: Submit business dissolution documents.

- The sequence of steps is specifically performed as follows:

I. Approval of the decision to dissolve the enterprise

Pursuant to Article 58 of the Law on Enterprises 2020, Article 59 of the Law on Enterprises 2020 and Article 208 of the Law on Enterprises 2020; Article 70 of Decree 01/2021/ND-CP.

- The decision to dissolve must be approved by the company's Board of Members. Accordingly, the decision to dissolve can only be approved if it is approved by votes representing 75% or more of the total capital contribution of the members attending the meeting.

- In case the company charter does not provide otherwise, the decision to dissolve the company must be approved by voting at a meeting of the Board of Members.

The dissolution decision must have the following main contents:

(1) Name and head office address of the enterprise;

(2) Reason for dissolution;

(3) Time limit and procedures for contract liquidation and payment of company debts (this time limit must not exceed 06 months from the date of approval of the dissolution decision);

(4) Plan for handling obligations arising from the labor contract;

(5) Full name and signature of the Chairman of the Board of Members.

Within 07 working days from the date of approval of the dissolution decision, the company must carry out the procedure of Notifying the dissolution to the Department of Planning and Investment, tax authorities, and employees in the enterprise.

II. Public announcement of dissolution decision

Pursuant to Article 208 of the Law on Enterprises 2020 and Article 70 of Decree 01/2021/ND-CP.

- Within 07 working days from the date of approval of the dissolution decision, the company must send a notice of dissolution to the Business Registration Office - Department of Planning and Investment where the company is headquartered.

Notice of dissolution includes the following documents:

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

(2) Decision of the Board of Members on dissolution of the company;

(3) Valid copy of the Minutes of the meeting of the Board of Members on the dissolution of the company;

(4) Debt settlement plan (if any);

In case the enterprise still has unpaid financial obligations, it must send the Decision of the Board of Members on the dissolution of the company and the Debt Settlement Plan to the creditors, persons with related rights, obligations and interests. The debt settlement plan includes the following contents:

- Name and address of the creditor;

- Amount of debt, term, location and method of payment of that debt;

- Method and time limit for resolving creditors' complaints;

The Business Registration Office – Department of Planning and Investment where the company has its head office will notify the status of the company undergoing dissolution procedures on the National Business Registration Information Portal immediately after receiving the dissolution decision. At the same time, send information about the company's dissolution registration to the tax authority directly managing the company.

Note: Within 07 working days from the date of approval of the dissolution decision, the company must also perform the following tasks:

- Send the Dissolution Decision and meeting minutes to the direct tax authority and employees in the enterprise.

- Publicly post the Dissolution Decision at the company's headquarters, branches, and representative offices.

III. Liquidation of assets and debts of the enterprise

Pursuant to Clause 5, Article 208 of the Law on Enterprises 2020:

The Board of Members directly organizes the liquidation of the enterprise's assets, except in cases where the Company Charter stipulates the establishment of a separate liquidation organization.

The company's debts 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.

In case after paying all debts and costs of dissolution of the enterprise, there are still assets, the remaining amount will be divided among members according to the ratio of capital contribution ownership.

For enterprises using seals issued by the police agency, the enterprise is responsible for returning the seal and the Certificate of Seal Sample Registration to the police agency as prescribed when carrying out dissolution procedures.

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

Pursuant to Article 14 of Circular 105/2020/TT-BTC, Article 16 of Circular 105/2020/TT-BTC and Article 38 of the Law on Tax Administration 2019, Article 39 of the Law on Tax Administration 2019.

- Enterprises are responsible for fulfilling tax obligations with the tax authorities before carrying out dissolution procedures at the business registration office, specifically:

The dossier for terminating the tax code of a affiliated unit when the taxpayer registers for tax together with business registration or business registration includes:

(1) Document requesting termination of tax code validity (Form No. 24/DK-TCT issued with Circular 105/2020/TT-BTC);

(2) Other documents.

Note: The dossier for terminating the tax code of a dependent unit of an enterprise is one of the following documents: A copy of the enterprise's decision or notice on terminating the operation of a branch or representative office; a copy of the decision to revoke the certificate of registration of operation of a branch or representative office by a competent state agency.

Subordinate units must terminate the validity of the tax code before the enterprise terminates the validity of the tax code. If they continue to use it while the enterprise has terminated the tax code, it is considered illegal use of the tax code.

In case after the enterprise ceases its operations, the affiliated unit continues to operate, the affiliated unit must register for tax with the tax authority directly managing it to be granted a new tax code or convert its operating model to an enterprise.