Handle financial obligations to the state budget upon enterprise dissolution

This is a detailed guide to liquidating all financial obligations to the state budget when dissolving a business.

Instructions for liquidation of tax obligations

The objective of tax liability processing is to have the tax authority confirmed that it does not owe tax. To be confirmed not to owe tax, the enterprise applies the instructions below.

Tax settlement is not required upon dissolution

1. To pay enterprise income tax according to the percentage of turnover

Enterprises and organizations that are liable to pay enterprise income tax at the rate of% on sales of goods and services in accordance with the law on corporate income tax shall dissolve or terminate their operations.

2. The business does not generate revenue, has not used invoices

An enterprise dissolves or terminates its operation, but from the time it is granted the business registration certificate or the enterprise registration certificate to the time of dissolution or shutdown, the enterprise has not generated any revenue. use invoice.

3. Revenue has been generated, invoices have been used but the following conditions are satisfied:

An enterprise that is liable to pay corporate income tax according to declaration shall dissolve or terminate its operation if the following conditions are satisfied:

  1. Have an average annual turnover (from the year that has not been finalized or tax inspection or examination to the time the enterprise dissolves or terminates its operation) not exceeding VND 1 billion / year.
  2. From the year the enterprise has not received the tax finalization, tax inspection or examination to the time of dissolution or shutdown, the enterprise shall not be sanctioned for tax evasion law violations.
  3. The amount of corporate income tax paid from the year that has not been finalized, tax inspection or examination to the time of dissolution or shutdown is higher than the corporate income tax amount, if calculated as a percentage of the sale turnover. goods and services.

For the cases specified at Points 1, 2, 3 above, within 05 (five) working days from the date of receipt of the dossier submitted by the taxpayer (including the decision to dissolve or terminate its operation; documents proving that the taxpayer falls into the above cases and has fully paid payable tax amounts, if any), the tax office shall confirm that the enterprise has fulfilled its tax liability.

In case of tax finalization

For the case of enterprise dissolution or termination of operation that does not fall into the above-exempt cases, based on actual needs, the tax authority directly managing taxpayers will conduct tax finalization according to the plan set forth by the tax authority. issued by the tax authority.

According to the current tax law, the tax declaration - payment of enterprises is carried out according to the method: self-declaration - self-payment and self-responsibility. Therefore, to be able to legally dissolve a business, companies are required to go through tax finalization so that the tax agency can check the transparency and accuracy when submitting the enterprise's report, before the tax authority. The tax authority makes a decision to fulfill the tax liability of the enterprise.

In order for an enterprise to plan its dissolution tax finalization plan, an enterprise needs to complete and submit the following procedures:

1. A written certification of fulfillment of tax obligations with import-export activities by the General Department of Customs if your business has import-export activities. Or the written commitment to not have tax debts and State budget payables related to import and export activities up to the date of signing the tax debt confirmation of the General Department of Customs and take responsibility for this commitment.

2. Minutes of asset liquidation (if there are liquidated assets).

3. Notify the result of invoice cancellation and report on the use of the invoice as of the time of submitting the dissolution dossier.

4. Finalization of Corporate Income Tax (CIT) and Personal Income Tax (PIT) up to the time of submission of the dissolution dossier.

5. Submit Value Added Tax (VAT) declaration by the time of submission of application for dissolution of the enterprise.

5. Financial statements are prepared up to the time of settlement. For FDI enterprises, the corresponding audit report must be submitted.

After submitting all the documents listed above, the deadline for tax finalization for dissolution of the company is the forty-fifth (45) day from the date of submission of complete documents.

During this time, businesses need to carefully prepare, complete accounting books and appoint personnel in charge of explanations to work with tax agency representatives.

Guidance on liquidation of social insurance obligations

The objective of the settlement of social insurance obligations is to be certified by the social insurance agency that they do not owe social insurance. To be certified not to owe social insurance, the enterprise shall follow the instructions below.

Closing an employee's insurance book

In addition to fulfilling obligations to people and employees, enterprises are also responsible for certifying the completion of financial obligations to the social insurance management agency as follows:

According to the provisions of Article 47 of the Labor Code:

“Article 47. Responsibilities of the employer when terminating the labor contract

"2. Within 07 working days from the date of termination of the labor contract, the two parties are responsible for paying in full all amounts related to the interests of each party; in special cases, it may be extended. but not more than 30 days.

3. The employer is responsible for completing the procedures for certification and returning the social insurance book and other papers that the employer has kept from the employee."

Therefore, enterprises must close insurance books and return insurance books to employees.

Compare social insurance and get confirmation that you don't owe social insurance

1. Comparation of compulsory social insurance up to the time of dissolution

2. Please confirm that you do not owe social insurance.

Guidance on liquidation of import and export tax obligations (Customs)

The goal of handling import and export tax obligations is to be certified by the customs office that they do not owe import and export tax obligations. To be certified not to owe import-export tax obligations, enterprises shall follow the instructions below.

Import and export goods liable to tax must pay tax before goods are cleared or released. Except for the case where the taxpayer is entitled to the priority regime prescribed by the Customs Law. Therefore, most of import and export taxes have been paid in full, except for cases that need post-inspection: Outsourcing for export; Tax adjustment due to detection before dissolution time.

A dossier to certify no customs tax debt for dissolution comprises:

  1. Application for confirmation of no debt customs duties
  2. Minutes of the meeting, the decision to dissolve the company
  3. Copy of business registration, establishment decision of the unit (authenticated)

Within 5 working days, the General Department of Customs will have a written reply on whether the unit owes or does not owe customs tax.

Upon receipt of the General Department of Customs' written confirmation of no tax debt, the enterprise shall submit this document to the tax administration agency before terminating the tax identification number.

Liquidate assets and pay all debts of the company

The Enterprise Law provides for the organizers of asset liquidation and the order of debt payment. Accordingly, the owner of a private enterprise, the Members' Council or company owner, the Board of Directors shall directly organize the liquidation of the enterprise's assets, unless the company's charter provides for the establishment of a liquidation organization. private.

The enterprise's debts are paid in the following order:

Salary debts, severance pay, social insurance in accordance with law and other benefits of the employee under the collective labor agreement and signed labor contract;

Tax debt;

Other debts;

After all debts and dissolution expenses have been paid, the rest belongs to the private enterprise owners, members, shareholders or owners of the company.

Contract liquidation time

According to the Enterprise Law, the time limit for contract liquidation must not exceed 06 months from the date of approval of the dissolution decision.

This time is only suitable for businesses with small scale, no complicated transaction relationships, high liquidity assets. For enterprises with large scale or many assets, which need a long time to liquidate and repay, this time may not be enough to settle all contracts and pay debts.

Businesses need a plan for this.

Specialized Committee
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