Dissolution

The following parties can commence the dissolution process:

• The owner of the sole proprietorship, all general partners of the partnership, board of members or owner of the limited liability company, or a general meeting of shareholders of the joint-stock company can decide on the volunteer dissolution of the company and submit a notice to the Business Registration Office.
• The Business Registration Office can revoke the Enterprise Registration Certificate.
• A competent court can decide to liquidate a company.  

Bankruptcy

The following parties can file a petition for bankruptcy process at a competent court:

• Unsecured or partially secured creditors
• Employees, internal trade unions (or the superior trade union if the internal trade union is not established)
• The company itself (the legal representative, the owner of a private enterprise/one-member limited liability company, chairperson of the board of management of a joint-stock company, chairperson of the board of members of a multimember limited liability company, general partner of any partnership)
• Shareholder or any group of shareholders owning at least 20% of ordinary shares for at least six consecutive months, except when otherwise provided by the company's charter

Dissolution

The resolution to decide the company's voluntary dissolution must be passed by the board of members or a general meeting of shareholders of the company. 

Bankruptcy

Not required. Shareholders voting is not required to initiate the bankruptcy process.

Dissolution

No. Assets and liabilities of a group of companies are not consolidated.

Bankruptcy

No. Assets and liabilities of a group of companies are not consolidated.

Dissolution

Yes, in case the company should be dissolved upon the decision of the court. 

Bankruptcy

Yes.

The judge shall make a decision on the initiation of a bankruptcy process or refusal to initiate a bankruptcy process within 30 days from the receipt of a written petition. If the competent court admits the petition, the assigned judge will convene a creditors' meeting. The decision of liquidation or recovery of business of the insolvent entity is eventually made by the assigned judge based on the resolution of the creditors' meeting.

Dissolution

The owner or the board of members of a limited liability company, or the board of directors of a joint-stock company that  controls the company

Bankruptcy

The insolvent entity shall keep running the business operates under the supervision of the judge and asset management officers and/or asset management enterprises designated by the court after the decision on the initiation of the bankruptcy process is made.

If the insolvent entity is perceived as incapable of running the business operation or deemed to violate the regulations, the assigned judge can decide to replace the legal representative of the insolvent entity upon the request of the creditors' meeting or the asset management officers and/or asset management enterprises.

Dissolution

The creditors must be informed about the decision on the company's dissolution. The company needs to send the creditors the debt settlement plan with relevant rights, obligations and interests. The plan must contain the deadline, location and payment method and the method and deadline for the settlement of creditors' complaints.

Bankruptcy

Under the Bankruptcy Law, creditors have the right to be informed and to record and make copies of the documents and evidence provided by other involving entities or collected by the judge.

Creditors can request any individual, agency or organization keeping documents and evidence related to their lawful rights and interests to provide such documents and evidence so that they can hand them over to the People's Court. The individual, agency or organization has an obligation to sufficiently provide the documents and evidence within 15 calendar days from the receipt of the creditors' request.

Dissolution

Generally, the dissolution of all companies in Vietnam must be subject to the Enterprise Law. However, in case the entity is a credit institution, its dissolution will also be subject to the Law on Credit Institution. That said, the credit institution can voluntarily be dissolved in the following cases:

• If it can settle all debts and the dissolution is approved by the State Bank of Vietnam.
• The term of operation is expired without extension.
• The license issued by the State Bank of Vietnam is revoked. 

Bankruptcy

In case the debtor is a state-owned enterprise or involved in defense or service of the public interest, the debtor organization may receive funding for recovery from the state to ensure its ongoing solvency.

In case the debtor is a credit institution in danger of becoming insolvent, it will be subject to the Law on Credit Institution. That said, the credit institution may be placed under "special control," a method of direct supervision, by the State Bank of Vietnam. Termination of such special control by the State Bank of Vietnam will allow such credit institutions, by a court's decision, to be liquidated and declared bankrupt without being subject to the business operation recovery procedures.

Dissolution

The creditors cannot commence the dissolution process. 

Bankruptcy

Following are the main stages and relevant time frame as stipulated under the Bankruptcy Law to commence the bankruptcy procedure:

• Acceptance of jurisdiction over the petition: around two months from the date of submission of the petition
• Issuance of the decision on the commencement of insolvency proceedings: 30 calendar days from the acceptance date