Legal situation: Due to facing troubles in business, my company wants to suspend business for 02 years. I would like to understand the procedures for suspending business. Does my company need to submit a tax report or carry out tax finalization?
I am looking forward to your response soon. Thank you so much.
FDVN’s opinion:
Thank you for sending your question to FDVN Law Firm (“FDVN”). Regarding your consulting request, after researching relevant legal provisions, FDVN has the following response:
1. Procedures, dossier for suspending business
It is stipulated in Clause 1, Article 206 of the Law on Enterprises 2020 and its guidance prescribed in Article 66 of Decree No.01/2021/ND-CP. Accordingly, an enterprise suspending business has to carry out the following specific procedures:
- Send a written notification to the business registration Office where the enterprise is located at least 03 working days before the planned date of business suspension.
- A dossier is required to prepare:
+ A suspension notification;
+ A resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the Board of Directors of the joint-stock company, or the resolution or decision of the owner of the single-member limited liability company on business suspension;
+ In case the enterprise authorizes others to carry out the procedure, it is required to have a letter of authorization or an authorization contract enclosed with a copy of the authorized person's ID card.
- Regarding the procedure:
After receiving the dossier for enterprise registration, the Business Registration Office shall give a confirmation slip, examine the validity of received documents, and issue a certification that the enterprise has registered the business suspension within 03 working days from the receipt of satisfactory documents.
If the enterprise is still suspended after the notified suspension period, another notification must be sent to the Business Registration Office at least 03 days before the planned date of suspension. Each notified suspension period must not exceed one year.
2. Does an enterprise suspending business submit a report or a dossier of tax finalization?
This marrter is stipulated in Clause 2 Article 4 Decree No.126/2020/ND-CP guiding the Law on Tax Management:
“2. During business suspension:
a) The taxpayer is not required to submit tax declaration dossiers, unless the suspension begins in the middle of a monthly/quarterly/annual tax period, in which case the tax declaration dossier of that month/quarter/year must be submitted.
…
c) The taxpayer must not use invoices and are not required to submit invoice use reports. In case the taxpayer is permitted by the tax authority to use invoices in accordance with invoice laws, the taxpayer shall submit the tax declaration dossier and invoice use reports as per regulations.
d) The taxpayer shall implement the tax authority’s decisions and notices of debt collection, enforcement of tax decisions, inspection of compliance to tax laws and administrative penalties for tax offences in accordance with the Law on Tax administration.”
Therefore, during business suspension, the enterprise is not required to submit tax declaration dossier, unless the suspension begins in the middle of a monthly/quarterly/annual tax period, in which case the tax declaration dossier of that month/quarter/year must be submitted.
The above is FDVN’s legal opinion related to your consulting request based on researching legal provisions. We hope FDVN’s opinion will be helpful to you.
According to Trần Thị Hạ – FDVN Law Firm.
(1).jpg)
CONTACT US:
Lawyers in Da Nang:
99 Nguyen Huu Tho, Quan Hai Chau, Da Nang city
Lawyers in Hue:
56A Dien Bien Phu, Hue City, Thua Thien Hue
Lawyers in Ho Chi Minh City:
No. 122 Dinh Bo Linh Street, Binh Thanh District, Ho Chi Minh City
Lawyers in Ha Noi:
Room 501, 5th Floor, No. 11, Lane No. 183, Dang Tien Dong Street, Dong Da District, Ha Noi
Lawyers in Nghe An:
No. 19 V.I Lenin street, Vinh City, Nghe An Province
Website: www.fdvn.vn www.fdvnlawfirm.vn www.diendanngheluat.vn www.tuvanphapluatdanang.com
Email: fdvnlawfirm@gmail.com luatsulecao@gmail.com
Phone: 0935 643 666 – 0906 499 446
Fanpage LUẬT SƯ FDVN: https://www.facebook.com/fdvnlawfirm/
Legal Service For Expat: https://www.facebook.com/fdvnlawfirmvietnam/
TỦ SÁCH NGHỀ LUẬT: https://www.facebook.com/SayMeNgheLuat/
DIỄN ĐÀN NGHỀ LUẬT: https://www.facebook.com/groups/saymengheluat/
Youtube: https://www.youtube.com/c/luatsufdvn
Telegram: https://t.me/luatsufdvn
Group “Legal forum for foreigners in Vietnam”: https://www.facebook.com/groups/legalforeignersinvietnam
.png)
Legal situation: A foreign investor wants to contribute capital to invest or establish an enterprise in Vietnam, specifically my boss as a Japanese plans to invest to the Vietnamese market. Does the Vietnamese law allow a foreign investor to contribute capital or establish an enterprise by foreign currency such as Japanese yen?
FDVN’s opinion:
Thank you for sending your question to FDVN Law Firm (“FDVN”). Regarding your consulting request, after researching relevant legal provisions, FDVN has the following response:
According to Clause 23, Article 3 of the Law on Investment 2020: “Investment capital means money and other assets prescribed by the civil law and international treaties to which the Socialist Republic of Vietnam is a signatory for the purpose of carrying out business investment activities.”
According to Clause 1 Article 34 of the Law on Enterprise 2020: “Contributed assets include VND, convertible foreign currencies, gold, land use right (LUR), intellectual property rights, technologies, technical secrets, other assets that can be converted into VND”.
According to Point a, Clause 1, Article 4 of the Ordinance on foreign exchange control No. 28/2008/PL-UBTVQH11, foreign currency means: “Currencies of other nations or the common European currency and other common currencies used in international and regional payments (hereinafter referred to as foreign currency);”
In addition, according to Clause 1, Article 4 of Circular No. 06/2019/TT-NHNN dated June 26th, 2019 of the State Bank of Vietnam guiding the foreign exchange management for the foreign direct investment in Vietnam, specifically:
“1. Foreign and Vietnamese investors are allowed to contribute capital in foreign currencies and Vietnamese dong according to registered amount in the investment registration certificate, notice of the foreign investor’s eligibility to contribute capital or purchase shares/stakes, license of establishment and operation in accordance with specialized law, signing of PPP contracts with competent authorities and other documents which can prove the compliance with law of capital contribution of foreign investors;"
Therefore, after comparing to the above provision, it can be seen that a foreign investor namely your boss can contribute capital in foreign currency (Japanese yen) or Vietnamese dong, which is according to the capital level contributed by an investor as stated in the Investment Registration Certificate, as well as the Establishment and Operation licenses in accordance with specialized law (applied to enterprises invested directly by foreign investment capital establishing and operating in accordance with specialized law).
The above is FDVN’s legal opinion related to your consulting request based on researching legal provision. We hope FDVN’s opinion will be helpful to you.
According to Nguyễn Vân Anh – FDVN Law Firm
CONTACT US:
Lawyers in Da Nang:
99 Nguyen Huu Tho, Quan Hai Chau, Da Nang city
Lawyers in Hue:
56A Dien Bien Phu, Hue City, Thua Thien Hue
Lawyers in Ho Chi Minh City:
No. 122 Dinh Bo Linh Street, Binh Thanh District, Ho Chi Minh City
Lawyers in Ha Noi:
Room 501, 5th Floor, No. 11, Lane No. 183, Dang Tien Dong Street, Dong Da District, Ha Noi
Lawyers in Nghe An:
No. 19 V.I Lenin street, Vinh City, Nghe An Province
Website: www.fdvn.vn www.fdvnlawfirm.vn www.diendanngheluat.vn www.tuvanphapluatdanang.com
Email: fdvnlawfirm@gmail.com luatsulecao@gmail.com
Phone: 0935 643 666 – 0906 499 446
Fanpage LUẬT SƯ FDVN: https://www.facebook.com/fdvnlawfirm/
Legal Service For Expat: https://www.facebook.com/fdvnlawfirmvietnam/
TỦ SÁCH NGHỀ LUẬT: https://www.facebook.com/SayMeNgheLuat/
DIỄN ĐÀN NGHỀ LUẬT: https://www.facebook.com/groups/saymengheluat/
Youtube: https://www.youtube.com/c/luatsufdvn
Telegram: https://t.me/luatsufdvn
Group “Legal forum for foreigners in Vietnam”: https://www.facebook.com/groups/legalforeignersinvietnam
Other Articles
- Cornell (part 3) - Remove from power
- Cornell - Working life part 2
- [Collocation & Sentences] Topic: Economy
- Working Life: A company commercial lawyer
- What should a foreign lawyer do to be licensed to practice law in Viet Nam?
- Conditions for Granting certificate of postal operation
- A dossier for applying for Vietnamese nationality in case of individuals of Vietnamese origin not registered for birth in Vietnam
- What to do when an enterprise pays social insurance late?
- Request the Court to modify the contract due to fundamental change of circumstances - From regulations to practice
- Collection of Legal Regulations regarding Personal Data Protection in some countries around the world
- Collection of Income Tax Laws of some countries
- Collection of Nationality Laws of some countries in Asia
- Collection of Laws on Forestry of some countries
- Collection of Laws on Marriage and Family of some countries
- Collection of Accounting Laws of some countries
- Boost your legal English listening skill with FDVN: Civil procedure
-4137.png)
