Revocation of Enterprise registration certificate does not release a company from its legal obligations – quite the opposite, it triggers a series of responsibilities that the company and its managers must fulfill diligently. Understanding the legal consequences of revocation of Enterprise registration certificate helps companies proactively manage risk and follow the correct process if this situation arises.

1. Cases of revocation of Enterprise Registration Certificate

Revocation of Enterprise Registration Certificate can occur in the following circumstances:

– The information declared in the business registration dossier was falsified;

– The company was established by a person prohibited from founding a business;

– The company has ceased operations for one year without notifying the business registration authority and tax authority;

– The company fails to submit required reports to the business registration authority within the prescribed deadline; or

– Pursuant to a court decision or a request from a competent authority under applicable law.

2. Obligations the Company must fulfill upon the revocation of Enterprise registration certificate

– Mandatory dissolution procedure:

Revocation of Enterprise registration certificate is one of the statutory grounds requiring the company to dissolve; the company must carry out the dissolution procedure as required by law, unless tax administration law provides otherwise.

– Full settlement of financial obligations:

The company must still pay all outstanding debts, other property obligations, tax liabilities, and obligations to employees under applicable law; it must also not be involved in an ongoing dispute at a court or arbitration body while proceeding with dissolution.

– Termination of dependent units:

Before filing the dissolution dossier, the company must complete the termination procedure for all its branches, representative offices, and business locations at the provincial Business registration office where each unit is located.

– Information disclosure (for public companies):

A public joint-stock company must disclose extraordinary information regarding the ERC revocation on its website and post it publicly at its head office within 36 hours of receiving the revocation decision.

3. Legal procedure required

– Procedure name: Dissolution of an Enterprise Following Revocation of Its Enterprise Registration Certificate.

– The dissolution dossier includes:

+ The dissolution decision and meeting minutes; an asset liquidation report and a list of creditors already paid;

+ A certificate confirming completion of tax obligations; and

+ The original Enterprise registration certificate.

The dossier is filed online with the provincial Business registration office where the company’s head office is located. Upon receiving a valid dossier, the authority is responsible for publicly disclosing the dissolution information on the National Portal within the prescribed timeframe.

– Outcome: The company’s legal status is updated to “dissolved” on the National Business registration information system.

4. Legal consequences

Relevant managers and the company are jointly liable for the company’s outstanding debts if the dissolution obligations are not properly and fully carried out.

Where a company believes a revocation decision was issued in error, it may submit a written request for correction along with valid supporting evidence; the provincial Business registration office is responsible for reviewing and, if the grounds are valid, issuing a decision to cancel the erroneous revocation within 3 working days.

>> TASKS TO BE COMPLETED UPON BUSINESS SUSPENSION https://linconlaw.vn/tasks-to-be-completed-upon-business-suspension/

>> PROCEDURE FOR TERMINATING THE OPERATION OF AN INVESTMENT PROJECT https://linconlaw.vn/procedure-for-terminating-the-operation-of-an-investment-project/