Recently, the Tax Department issued Guideline for taxpayers on dissolving, ceasing operations, and restoring the validity of tax identification number. In the guideline, the Tax Department compiled 40 frequently asked questions about cleaning up tax identification numbers under categories 06 and 03 for taxpayers.
I. State identification and procedure flow identification questions
Question 1. If I want to dissolve my business, should I start with the tax authority or the business registration authority?
If the business is operating normally and is eligible for tax registration under the integrated business registration mechanism, the business begins the procedure at the business registration agency. The business registration agency will transmit the information to the tax agency to process tax obligations under the integrated mechanism.
If the organization/taxpayer registers directly with the tax authority, the procedure begins at the tax authority that directly manages them.
Question 2. What does state 03 mean?
Status 03 indicates that the taxpayer has ceased operations but has not yet completed the procedures for terminating their tax identification number. Taxpayers in this status need to continue completing their tax declarations, invoices, tax obligations, tax debts, penalties, and related obligations to obtain confirmation of completion from the tax authorities.
Question 3. What does state 06 mean?
Status 06 indicates that the taxpayer is not operating at the registered address as notified by the tax authorities. Taxpayers in this status need to clearly define their objectives: if they do not wish to continue operating, they should proceed with dissolution/termination procedures; if they wish to continue operating, they should proceed with restoring the validity of their tax identification number.
Question 4. How do states 03 and 06 differ?
Status 03 means the business has ceased operations but the procedures for terminating the tax identification number have not been completed. Status 06 means the tax authority has determined that the taxpayer is not operating at the registered address. For status 06, before dissolving or resuming operations, the taxpayer must work with the tax authority to address the issue of not operating at the registered address.
Question 5. If a business is currently in status 06 but no longer wishes to operate, should it use form 24/ĐKT or 25/ĐKT?
If a business/organization is in status 06 and does not wish to continue operating, wants to dissolve, or terminate its operations, it should use form 24/ĐKT to request the termination of its tax identification number.
Question 6. If a business is currently in status 06 but wants to resume operations, which form should it use?
If they wish to continue operating, taxpayers should use form 25/ĐKT to request the restoration of their tax identification number.
II. Questions regarding dissolution/termination of normal operations
Question 7. Does a business dissolving through the integrated process have to submit form 24/ĐKT from the beginning?
For the regular dissolution of a business under the integrated mechanism, the business does not submit Form 24/ĐKT as an initial document to the tax authority. The business sends the dissolution resolution/decision to the business registration authority; the business registration authority transmits the information to the tax authority for processing under the integrated mechanism. If tax law requires the submission of documents to terminate the tax identification number at the tax authority, or if the tax authority issues a notice requesting such documents, the taxpayer must comply with the tax authority's notice.
Question 8. With the Tax Authority's Notice 28/TB-ĐKT, has the business been completely dissolved?
Not yet. Notice 28/TB-ĐKT only confirms that the taxpayer has fulfilled their tax obligations to proceed with submitting dissolution/termination documents to the business registration authority. The business is only considered dissolved when the business registration authority updates the legal status to "dissolved".
Question 9. After receiving Circular 28/TB-ĐKT, what should the business do next?
Businesses need to submit a formal dissolution registration application to the business registration authority, monitor the receipt, any amendment/supplementary notices, and the updated status of "dissolved" in the National Business Registration Database.
Question 10. If an organization registers for tax directly, what is the final notification?
For organizations/taxpayers who register directly with the tax authority, after fulfilling their obligations, the tax authority issues Notice 18/TB-ĐKT regarding the termination of the tax identification number. This is the final result of the direct registration process at the tax authority.
Question 11. Is Notification 17/TB-ĐKT the final result of the completed procedure?
No. Notice 17/TB-ĐKT is a notification that the taxpayer has ceased operations and is in the process of terminating their tax identification number. After this notice, the taxpayer must still complete tax declarations, tax settlements, invoices, tax obligations, late payment penalties, fines, and other related obligations.
Question 12. If a business has branches, representative offices, or business locations, can it dissolve its head office first?
In principle, businesses must review and terminate the operations of their branches, representative offices, and business locations before completing the dissolution of their head office. If the subsidiary still has outstanding obligations or has not ceased operations, the dissolution process of the parent company may be delayed.
III. Questions regarding tax returns, tax settlements, and invoices
Question 13. When dissolving/ceasing operations, which tax returns does the taxpayer need to review?
Taxpayers need to review all tax return records from the time the obligation arises until the dissolution/termination of operations, including monthly, quarterly, annual returns, returns for each transaction, final return, and supplementary returns if there are errors. The types of taxes to review depend on the actual circumstances, such as VAT, corporate income tax, personal income tax, business license fees, contractor tax, special consumption tax, resource tax, fees, charges, obligations to file and pay on behalf of others, and obligations allocated in other localities if applicable.
Question 14. What is the deadline for filing tax returns when a company is dissolved?
Taxpayers must submit tax returns and tax settlement documents, if required, no later than 45 days from the date of the cessation of operations, termination of contracts, dissolution, reorganization, or other corresponding legal events as stipulated by tax management laws.
Question 15. Does a business have to settle corporate income tax when it is dissolved?
Typically, businesses must review and submit corporate income tax returns up to the time of dissolution if they are required to do so. In some cases, businesses are not required to submit tax returns or undergo tax audits/audits as per regulations, but they must still review all missing tax declarations, invoices, tax debts, late payment penalties, fines, overpaid taxes, uncredited VAT, and related obligations if applicable.
Question 16. If a business does not generate revenue from its establishment until its dissolution, is it required to file a corporate income tax return?
If a business has generated no revenue and has not used invoices from its establishment to its dissolution or cessation of operations, it falls under the category requiring verification of tax settlement/audit documents. However, the business still needs to review its tax registration status, tax declaration documents, invoices, business license fees, tax arrears, fines, and other obligations, if any.
Question 17. If salary payments are made but no personal income tax is deducted, is a personal income tax return still required?
If an organization pays income from salaries and wages, it needs to review its personal income tax settlement obligations according to regulations, not just based on whether or not tax withholding has occurred. If no income is paid, then no personal income tax settlement declaration is required.
Question 18. When a business is dissolved, how should it handle invoices?
Businesses need to review issued electronic invoices, erroneous invoices, adjusted invoices, replacement invoices, and canceled invoices; review unused invoices and their usage status on the system. If there are any unused printed or self-printed paper invoices that need to be processed, they should be canceled and notified according to regulations on invoices and supporting documents.
Question 19. If there are still outstanding taxes, can I still receive confirmation that my tax obligations have been fulfilled?
No. Taxpayers must pay all taxes, late payment penalties, fines, and other payments due to the state budget, or complete the processing of their obligations as prescribed, before their tax obligations are confirmed as fulfilled/their tax identification number is terminated.
Question 20. How should overpaid taxes or uncredited VAT be handled?
Taxpayers need to check with the tax authorities to determine the amount of overpaid tax, the amount of uncredited VAT, and prepare documents for handling overpayments, offsetting, refunds, or refunds combined with offsetting if eligible. It is advisable to process these matters before the tax identification number expires to avoid future complications.
Question 21. What additional steps are required when engaging in import and export activities?
Taxpayers should proactively review their obligations with customs authorities, including import and export taxes, late payment penalties, fines, outstanding debts, or related issues. Tax authorities cooperate with customs authorities to verify obligations, but if customs obligations remain unfulfilled, the tax authorities do not have sufficient grounds to confirm the completion of tax obligations.
IV. Group of questions regarding the status of 06: wishing to dissolve/terminate operations.
Question 22. Where does a business in status 06 begin if it wants to dissolve?
Businesses begin by submitting an application to the directly managing tax authority. Taxpayers submit an application to terminate their tax identification number, which includes form 24/ĐKT and legal documents related to dissolution/cessation of operations.
Question 23. If a business in status 06 is eligible for inter-business registration after fulfilling its tax obligations, does it need to submit documents to the business registration authority?
Yes. After the tax authorities confirm the fulfillment of tax obligations, businesses subject to the integrated system must still submit dissolution/termination documents to the business registration authority to have their legal status updated to "dissolved" or "ceased operations".
Question 24. If State 06 wants to dissolve, does it need to re-verify its address?
The focus of this case is processing the application for termination of the tax identification number, completing tax declarations, invoices, tax debts, penalties, and related obligations. Verification, comparison, or requests for additional information will be carried out according to the specific processing requirements of the tax authority in each case.
Question 25. How should a business with status 06 that wants to dissolve but is missing many declarations be handled?
The tax authorities compile a list of missing tax returns, invoice usage, tax amounts, and outstanding debts, and handle any tax and invoice violations. Taxpayers must submit all missing returns, the final return, supplementary returns if applicable, comply with penalty decisions, and pay all due amounts.
Question 26. If a taxpayer with status 06 registers for tax directly, what is the final result?
The final result is Notification 18/TB-ĐKT regarding the termination of the tax identification number's validity, and the updated status of the tax identification number has been terminated.
V. Group of questions regarding status 06: Want to restore the validity of the tax identification number.
Question 27. Where does state 06 begin if it wants to become active again?
Taxpayers begin by submitting an application for tax identification number restoration using form 25/ĐKT at the directly managing tax authority, cooperating in verifying their address, and fulfilling any tax obligations, invoices, and penalties.
Question 28. What are the basic conditions for having a tax identification number restored?
Taxpayers must still have a need to continue operating, their tax identification number must not have been terminated, their corresponding certificate/license must not have been revoked if required by law, they must have a physical business address, and they must fulfill all obligations regarding tax declarations, tax payments, invoices, and penalties as required by the tax authorities.
Question 29. When restoring a tax identification number, is a business required to display a sign at its headquarters?
Businesses must ensure they have actual operations at their registered address and comply with legal regulations regarding headquarters, signage, and contact information. When the tax authorities verify the address, businesses must cooperate, appoint a representative or authorized person to work with them, and provide documentation proving actual operations if requested.
Question 30. If a business address has been changed but not yet updated with the business registration authority, can it be restored?
In case of changes to address or registration information, taxpayers must follow the procedures for changing/updating information according to their registration process. For entities with integrated systems, this should be done at the business registration authority/competent registration authority; for entities with direct tax registration, it should be done at the tax authority according to the corresponding documents. Restoration will only be considered when the information and actual conditions are sufficient grounds as prescribed.
Question 31. By what notification does the tax authority provide the result of the recovery?
If the conditions for restoration are met, the tax authority will issue Notice 19/TB-ĐKT regarding the restoration of the tax identification number. If the conditions are not met, the tax authority will issue a notice stating that the restoration is not permitted.
Question 32. After being restored, can the business immediately issue electronic invoices?
After the tax identification number is restored and the information in the system has been updated accordingly, businesses can register, use electronic invoices, and declare and pay taxes as prescribed. If there were any previous issues regarding invoices, tax debts, violations, or registration information, these must be resolved as required by the tax authorities before normal use can resume.
VI. Questions regarding subsidiary units, tax identification numbers for substitute tax payments, and specific situations.
Question 33. If a business has a branch that is in status 06, can its head office be dissolved?
Businesses must address the status of their branches, representative offices, business locations, or subsidiaries before completing the dissolution of their head office. If a subsidiary is still in status 06 or has outstanding obligations, the tax authorities do not have sufficient grounds to confirm that the parent company has fulfilled its obligations.
Question 34. If a tax identification number for substitute taxpayers still has outstanding tax obligations, will this affect the dissolution of the company?
Yes. If there are still outstanding tax obligations related to the substitute tax code, the taxpayer needs to resolve them completely or transfer/inherit the obligations as prescribed. If not resolved, the confirmation of tax obligation completion may be delayed.
Question 35. If a business has its business registration certificate revoked, will its tax identification number automatically terminate?
No. The revocation of a certificate or license does not mean that tax obligations have been fulfilled or the tax identification number has been terminated. Taxpayers must still cooperate with the tax authorities to handle tax returns, invoices, tax debts, fines, customs obligations, and other related obligations.
Question 36. If a business goes bankrupt, does the normal dissolution process apply?
The standard dissolution process is not applied mechanically. Bankruptcy is carried out according to the Bankruptcy Law, the court's decision, and with the participation of a receiver, asset management and liquidation company, civil enforcement agency, and other relevant agencies. However, tax obligations, invoices, tax returns, and tax debts must still be reviewed, identified, and processed according to regulations.
Question 37. If the legal representative is no longer contactable, how should the dissolution/termination of operations be handled?
The person managing the records, assets, member/owner, or legally authorized representative needs to review the basis of representation, legal documents, and contact the business registration authority/tax authority for guidance on how to handle each case. The process may be delayed if the person authorized to sign, submit documents, or explain obligations cannot be identified.
Question 38. If a business is established through fraudulent information, can this document be used as a basis for legal action?
In cases where there are signs of forgery or unauthorized use of personal information to establish a business or register a business under a representative's name, the relevant individual should report it to the business registration authority, tax authority, and other competent authorities for verification. Dissolution/termination of operations or handling of tax identification numbers will only be carried out after verification, classification, and specific guidance have been provided.
Question 39. What should a business do if the tax authority requests additional documents?
Businesses need to carefully read the request, identify the required documents, the response deadline, and the contact person. If the basis, scope, or format of the required documents is unclear, taxpayers can request the tax authority to clarify the request so that they can provide the correct, complete, and timely information as required.
Question 40. After completing the procedure, what documents does the taxpayer need to keep?
Taxpayers are required to retain legal documents related to dissolution/termination of operations, tax authority notices, business registration results (if any), tax return forms, financial statements, invoice records, payment receipts, records of overpayment/deduction processing, explanatory documents, and all accounting books and documents for the prescribed retention period.
Source: TAX DEPARTMENT