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.
According to the provisions of the current tax law, the tax declaration - payment of the enterprise is conducted by the method: self-declaration - self-payment and self-responsibility. Therefore, in order to legally dissolve enterprises, companies are required to undergo tax finalization so that the tax authorities can check the transparency and accuracy of their business reports before submitting their reports. The tax authority makes a decision to fulfill the tax obligations of the enterprise. But besides that, there are still cases of exemption from tax finalization when dissolving companies.
Which cases do not need tax finalization 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 generated, used invoices but the following conditions are met:
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:
- 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.
- 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.
- 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.
Provisions on the percentage of sales
- For services (including deposit interest, loan interest): 5%.
- Particularly for educational, medical and art performance activities: 2%.
- For commodity trading: 1%.
- For other activities: 2%. ”
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.
Cases subject to tax finalization upon dissolution
In case the enterprise dissolves or terminates its operation which does not fall into the above-mentioned cases, based on actual needs, the tax agency directly managing the taxpayer will conduct tax finalization according to the plan set by the agency. tariff issued.
In order for an enterprise to plan its dissolution tax finalization plan, an enterprise needs to complete and submit the following procedures:
- A document certifying the fulfillment of tax obligations on import and export activities of the General Department of Customs if your enterprise is engaged in 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.
- Property liquidation record (if any).
- Notify the result of invoice cancellation and report on the use of the invoice as of the time of submitting the dissolution dossier.
- Finalization of Corporate Income Tax (CIT) and Personal Income Tax (PIT) up to the time of submission of the dissolution dossier.
- Submit Value Added Tax (VAT) declaration by the time of submission of application for dissolution of the enterprise.
- Financial statements are prepared up to the time of settlement. For FDI enterprises, the corresponding audit report must be submitted.
Time limit for processing dissolution dossiers at tax agencies
After all types of documents listed above have been fully submitted, the deadline for tax finalization for dissolution of the company is the forty-five (45) day from the date of submission of the complete application. During this time, enterprises need to carefully prepare, complete accounting books and appoint accountability personnel to work with tax authorities' representatives.
Handling of social insurance obligations
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:
Closing an employee's insurance book
According to Article 47 of the Labor Code:
“Article 47. Responsibilities of the employer when terminating the labor contract
- Within 07 working days from the date of termination of the labor contract, the two parties are responsible for paying all amounts related to the interests of each party; In exceptional circumstances, it can be extended but not more than 30 days.
- The employer is responsible for completing the procedure for confirming and returning the social insurance book and other documents that the employer has withheld from the employee. ”
Therefore, enterprises must close insurance books and return insurance books to employees.
Please confirm that you do not owe compulsory insurance:
- Comparing compulsory social insurance to the time of dissolution
- Please confirm no debt of social insurance.
Handling import and export tax liabilities (Customs)
Principle of asserting obligations
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:
- Application for confirmation of no debt customs duties
- Minutes of the meeting, the decision to dissolve the company
- 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 liabilities.
- After all debts and dissolution expenses have been paid, the rest belongs to the private enterprise owners, members, shareholders or owners of the company.
According to the Enterprise Law, the term of contract liquidation must not exceed 06 months from the date of approval of the dissolution decision. This period is only suitable for small-sized businesses, without complicated transaction relationships, and highly liquid assets. For businesses with large scale or many assets, which need a long time to liquidate and pay debts, this time may not be enough to settle all contracts and pay debts.