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lOMoARcPSD|49830739 Criteria DISSOLUTION ( Giai the) BANKRUPTCY Governing law Reason
The enterprise is not able to pay due
Article 207. Cases of and conditions for debts.
dissolution of enterprises
1. An enterprise shall be dissolved in the fol owing cases: a)
The operating period specified in
the company's charter expires without an extension decision; b)
The enterprise is dissolved under
a resolution or decision of the owner (for
sole proprietorships), the Board of
Partners (for partnerships), the Board of
Members and the owner (for limited
liability companies) or the GMS (for joint stock companies); c)
The enterprise fails to maintain
the adequate number of members
prescribed in this Law for 06 consecutive
months without converting into another type of business; d) The Certificate of Enterprise
Registration is revoked, unless otherwise prescribed by the Law on Tax administration.
2. An enterprise may only be dissolved
after all of its debts and liabilities are fully
paid and it is not involved in any dispute
at the court or arbitration. Relevant
executives and the enterprise mentioned
in Point d Clause 1 of this Article are
jointly responsible for the enterprise’s debts. lOMoARcPSD|49830739
Goverment authority Company owner to apply to
Article 8: Jurisdiction of
in charge (Cơ quan Business Registration Office
courts to resolve bankruptcy quản lý phụ trách)
The decision of the enterprise or 1. The people's court of a the state agencies competent province or a city under
central authority (hereinafter collectively referred to as
provincial people's court) has jurisdiction to resolve bankruptcy in respect of enterprises with business registration or enterprise registration and cooperatives with business registration or cooperative registration made
in such province and in one of lOMoARcPSD|49830739 the following cases: (a) Bankruptcy involving overseas assets or overseas participants in bankruptcy procedure; (b) An insolvent
enterprise or cooperative with branches or representative offices located in many rural
districts, urban districts, towns
or cities of various provinces;
(c) An insolvent enterprise or
cooperative having real estate
located in many rural districts,
urban districts, towns or cities in various provinces; (d) Bankruptcy under the jurisdiction of the people's
court of a rural district, urban district, town or city of a
province (hereinafter referred to as district-level people's court) which the provincial
people's court takes to resolve due to the complicated nature of the matter. 2. A district-level
people'scourt has jurisdiction to resolve a bankruptcy as to an enterprise or cooperative
whose head office is located in
a rural district, urban district, town or city of the same province and such bankruptcy does not fall into the cases
stipulated by clause 1 of this article. 3. The People's Supreme
Court shall provide guidelines on the implementation of this article. lOMoARcPSD|49830739
Nature of procedure Business owner -> submit the
The enterprises fal into bankruptcy -> (Bản chất của thủ
dissolution decision to the business
Sending applications to the Court ->
registration agency -> Inventory of
Deciding to initiate bankruptcy tục)
assets -> Liquidation of assets ->
process -> Inventory of assets ->
Obligation of related parties ->
Liquidation of assets -> Obligation of
Business registration agency delete
related parties -> Declaration of business informations bankruptcy Products
The term of resolution a bankruptcy
The term of resolution a dissolution is is longer than a dissolution.
shorter than a bankruptcy case.
Legal consequence - Company stop to operate - Company can be (Hậu quả pháp lý) recovered andcontinued to
- Debt payment to be control ed
operate if the recovery procedure is successfully completed - Debt payment not to becontrolled Sanctions on owners & managers (Xử phạt chủ sở hữu và người quản lý)
https://dragonlaw.vn/news_detail.asp?new=945&difference-between-
dissolutionand-bankruptcy.htm https://vietnamnet.vn/en/legal-advice-
distinguishing-between-dissolution-andbankruptcy-E115228.html