Legal assistance with liquidation process of foreign invested company in Vietnam

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In case the foreign invested company (FIC) would like to do liquidation process, S&B Law can provide legal assistance with following work stream as follows:

Work Stream 1: Advice on liquidation process

i.Assist with drafting various documents for submission to the relevant authorities in relation to the de-registration process, including but not limited to:

  • Draft a liquidation plan for submission to the licensing body;
  • Draft the company’s sample of decision and dissolution

ii. Draft necessary documents for management’s review and decision, such as standard notification to the company’s suppliers, customers and information letter to the licensing authority regarding the liquidation process.

iii. Draft and compile other documents required by licensing authority, tax, customs and police offices for management’s review and finalization

Draft the Closing Application Letter

iv. Assist with public announcement in newspaper

v. Submit the dossier after review and decision by the management and following up the approval process of relevant authorities, obtaining approval from relevant authorities

vi. Assist in project management

Work Stream 2: Legal advice on Labor matter.

i. Advice on general labor issues in relation to the liquidation

ii. Analyze impacts of liquidation and administrative procedure with respect to labor

iii. Assist the company in preparing the labor redundancy plan

iv. Draft termination agreements with employees for management’s review and decision or review such termination agreements prepared by the company;

Work Stream 3: Legal advice on Tax matter

i. Advice on various taxation matters which may arise in relation to the liquidation

ii. Advice tax implications of transfer of assets, redundancy payments etc.

iii. Advice on tax implications for the shareholders of liquidated company

iv. Prepare the tax finalizations for value added tax, personal income tax, corporate income tax or review the tax finalizations prepared by the company

v. Assist with tax audit

vi. Process the closure of tax code (deregistration)

Our Exclusion

Our scope of work does not include the following:

-                      Follow up with the parties concerned to obtain their consent, except specifically stated above;

-                      Valuations of assets to be transferred;

-                      Negotiations with respect to the sale or transfer of assets;

-                      Drafting documents for the asset transfer;

-                      Negotiations or dealing with employees;

-                      Dealing with other authorities not mentioned above in the scope of work;

-                      Proposing or agreeing any settlements to the tax auditors in a tax audit;

-                      Making any decisions on behalf of the company’s management;

-                      Any services that are not included in the scope of work mentioned above.


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