Company acquisition service in Vietnam.

The company acquisition service of Vinasc group is that we will conduct the acquisition of businesses in accordance with our business criteria.

The result after the transfer is that Vinasc group or the personnel appointed by Vinasc group are named on the license, acting as the representative and responsible for all activities of the purchased enterprise after completing the procedures.

Criteria for businesses to be purchased:

  1. Full legal documents
  2. Operational process in compliance with the law
  3. Accounting records fully comply with tax procedures and obligations during operation.

Plans for dealing with the following businesses:

Option 1: Carry out restructuring to develop business if they belong to businesses with brands, operating in potential fields, or having suitable fixed assets. In this case, we or our partners can agree to buy back 100% or part of but must have dominant influence, control, and operate the Company’s operations.

Business acquisition and restructuring process:

Step 1: Verify business information:

  • Review all legal documents
  • Review all accounting and tax records
  • Review and compare all debts with partners
  • Reviewing information related to personnel, organizational structure and operation
  • Re-valuate all business assets

Step 2: Negotiate and agree on the organizational structure, administration and control of the company

Step 3: Negotiate and agree the transfer contract

Step 4: Complete the transfer procedure through legal procedures at the business registration agency and relevant State agencies.

Option 2: Dissolution of the enterprise.

So, why do we buy the business but then dissolve it?

This is a real settlement service that arises because businesses want to dissolve, but the long time will affect the investor’s own plan.

The acquisition of Vinasc group and its name solves 02 problems:

  • Investors and business owners only take 5-7 days to complete the transfer and terminate obligations to the enterprise;
  • Vinasc group has full rights to carry out the dissolution procedures on behalf of the enterprise and is not under the pressure of time.

The process of buying and dissolving a business:

Step 1: Verify business information:

  • Review all legal documents
  • Review all accounting and tax records
  • Review and compare all debts with partners
  • Reviewing information related to employees
  • Review information on all business assets

Step 2: Negotiate and agree the transfer contract

Step 3: Complete the transfer procedure through legal procedures at the business registration agency and relevant State agencies.

After Step 3, Vinasc Group will replace the enterprise to bear all responsibilities related to the company and is also responsible for carrying out the dissolution procedures.

In this case, in essence, the customer must pay Vinasc group a certain fee for Vinasc group to dissolve on behalf of the business and bear the tax risk as below.

Company dissolution service is a service where Vinasc Group will conduct consulting activities and procedures to terminate the Company’s operation in accordance with the Law.

Dissolution procedure:

To terminate the existence of the tax code and complete the dissolution procedures at the business registration office, we take the following steps:

Step 1: Terminate the operation of IRC investment projects (For enterprises with investment projects).

  • Implementation time: Within 15 days from the date of decision to terminate the operation of the investment project.
  • Result: Written notice of termination of investment project operation.

Step 2: Notify the dissolution decision to the business registration agency:

  • Implementation time: Within 07 days from the date of the dissolution decision from the Company;
  • Result:
    • Dissolution information is recorded on the national information system about the temporary suspension of the enterprise to carry out the dissolution procedure;
    • Information from the business registration authority is transferred to the tax authority’s system for further processing by the tax authority;
    • Notice of business registration authority of receipt of dossier and request for additional confirmation of termination of tax identification number issued by the tax authority.

Step 3: Send notice of dissolution and plan to handle issues related to relevant state agencies, employees, creditors… and publicly seal the information at the head office.

  • Implementation time: Depending on the objects involved more or less. However, usually we will advise on how to minimize the related objects to shorten the implementation time.
  • Result: Ensure that the parties with related rights and obligations have received the information and agreed with the business plan for the next steps of dissolution procedures.

Step 4: Compare, confirm and complete tax obligations to the Customs (if the enterprise has import and export activities)

  • Implementation time: 5-10 days depending on whether there are more or less transactions related to the Customs.
  • Result: The notice or record confirming the number of tax liability status as outstanding has now been completed.
  • If the business has not completed it, it will pay money to fulfill its tax obligations with Customs.

Step 5: Compare, confirm and fulfill obligations on Social Insurance, Health Insurance… if any;

  • Time: 5-10 working days depending on the size of the enterprise and the complexity and compliance of the enterprise in the time before the decision to dissolve;
  • Result: Notice of remaining obligations with Social Insurance, Health Insurance …..
  • If there is a balance to be paid, the enterprise will pay money to fulfill its obligations to the State agency.

Step 6: Carry out the procedures to submit the dossier to the tax authority and carry out the procedures for closing the tax identification number;

  • Time: In fact, this is a lengthy and complicated procedure when dissolving an enterprise. Currently, according to regulations and actual implementation, there is no specific regulation on time for completing tax procedures for dissolution. Therefore, with our experience and scientific and flexible working methods, we will try to shorten the completion time for customers at this stage.
  • Result:
    • Minutes, tax finalization documents for dissolution purposes
    • Notice of termination of tax identification number of tax authorities for dissolution purposes.

Step 6 is the most important step in the process of dissolving the company. For this reason, the tax authority must examine the entire tax file for the undetermined period for the purpose of determining the compliance of the procedures, the determination of the tax obligations and the fulfillment of the tax obligations of the enterprise.

At this step, businesses may incur amounts such as: Tax arrears, tax administrative penalties, penalties for fraud, tax evasion, penalties for late tax payment…

Step 7: Submit the dissolution registration dossier together with the tax agency’s notice of tax code termination to the business registration agency.

  • Time: After 5-7 days from the date of receiving the notice of termination of the tax identification number, the business registration agency will issue a notice of termination of the company’s operation.
  • Result: Notice of termination of company operation

Documents to be kept in mind when conducting company dissolution procedures:

  1. Check and prepare legal documents of enterprises:
  • Business license: Enterprise registration certificate (ERC); Investment Certificate (IRC- for enterprises must have IRC); Business license (also called sub-license – for conditional business lines)
  • Internal documents, if any: Charter of the company, financial regulations, salary regulations…
  1. Accounting records (mainly for the period that has not been taxed):
  • Labor contract, appointment decision, the decision to increase or decrease salary….
  • Financial statements, audit reports (if a foreign-invested enterprise)
  • All accounting books, including accompanying accounting vouchers. In which Invoices and economic contracts are indispensable.
  • Tax reports and related tax reports.
  • Payroll, labor contract….
  • The accounting records should note that the liquidation and transfer of assets in the pre-dissolution period need to be determined at a reasonable price to avoid the tax authorities not accepting the price because it is not suitable with the market price. This is content that can lead to disagreements and prolong working time with tax authorities.
  1. For foreign-invested enterprises:
  • Need to check and demonstrate compliance related to investment activities. In which, it proves the capital contribution through the investment account in accordance with the provisions of Circular 05/2015 and Circular 06/2015 of the State Bank.
  • It is necessary to check the remaining amount of money transferred abroad after completing tax obligations as well as other obligations in Vietnam.

Foreign-invested enterprises need to notify and work with the Bank – where the investment account is opened to ensure the transfer of profits and contributed capital to the country in accordance with regulations.

Dissolution costs and financial risks for enterprises:

Most businesses that want to dissolve are in a difficult situation, unable to continue to cover operating costs. Therefore, the cost of the dissolution procedure is the most concerning content. Below, we will list the costs incurred and may arise during the dissolution process:

  1. Service fee for notification and working with the business registration agency
  2. Service cost to work with: Customs, Insurance…..
  3. Expenses for working with tax authorities:
  4. Tax arrears
  5. Expenses for administrative penalties on tax procedures:
  6. The penalty for the act of declaring the wrong tax payable is 20% of the tax amount declared incorrectly or under-declared.
  7. Expenses for penalties due to acts of tax evasion or tax fraud are 1 to 3 times the tax amount that is not declared, fraudulent or evaded.
  8. Late payment interest expense is 0.05%/day from the date of arising tax payment obligation calculated on the late payment fine.

With the above solutions, we believe that it will help investors quickly implement plans such as restructuring, or terminating business operations in Vietnam quickly.

Please contact us for the best advice and service.

Consulting services on mergers and acquisitions (M&A)

Company dissolution service in Vietnam