The dissolution procedures of businesses undergoing division, separation, consolidation, or merger are critical processes governed by strict legal requirements. These procedures play a pivotal role in shaping the future of companies, affecting their continuity, structure, and operations. It is imperative for businesses to thoroughly understand and adhere to the guidelines set forth by the law to ensure a smooth and legally requirements transition.
Question:
Our company is a joint-stock company and has merged into another joint-stock company. Currently, our company has completed its tax obligations (with a Certificate confirming the completion of tax obligations issued by the Tax Department). I would like to request guidance from the Authority of Planning and Investment on the next steps and procedures for closing the business.
Answer:
The Authority of Planning and Investment provides the following response to your inquiry: Referring to Articles 1, 2, and 3 of Decree No. 01/2021/NĐ-CP, once a company has undergone division, merger, or absorption resulting in the issuance of a new business registration, the previously divided, merged, or absorbed company shall update its legal status to reflect the division, merger, or absorption. The Business Registration Office situated at the location where the division, merger, or absorption took place shall forward this information to the Tax Department.
Subsequently, the Tax Department assumes the responsibility of communicating this information to the Business Registration Office pertaining to the finalization of tax settlements and the transfer of tax obligations. Within a single working day following receipt of information from the Tax Department relating to the division, merger, or absorption of the company, along with the completed tax settlement and tax obligation transfer, the Business Registration Office located at the division, merger, or absorption site is tasked with updating the legal status of these respective companies within the national business registration database.
This update signifies the termination of their existence in accordance with the prescribed procedure outlined within the National Business Registration Information System. Furthermore, before finalizing the existence of these entities within the national business registration database, the Business Registration Office is responsible for executing the cessation of branches, representative offices, and business locations associated with the divided, merged, or absorbed company, in line with the procedure delineated within the National Business Registration Information System. Consequently, for your company’s situation, the Business Registration Office will proceed with terminating the existence of the merged company within the national business registration database.
Conclusion
In conclusion, navigating the dissolution procedures associated with division, separation, consolidation, or merger is a complex task that demands careful attention to legal regulations. Following these guidelines not only ensures legal compliance but also helps businesses make informed decisions about their restructuring. By adhering to the legal framework, businesses can pave the way for a seamless transition that aligns with their strategic objectives and safeguards their interests in the ever-evolving corporate landscape.
HMLF is always available to offer assistance in understanding the procedures with authorities.
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