Any corporate type shall file dissolution documents with the Public Registry.

Branch

Cessation: Within 7 days after ceasing to carry on business in Australia, a registered foreign company must lodge written notice that it has so ceased.

Dissolution of foreign company: If ASIC receives notice from a local agent of a registered foreign company that the foreign company has been dissolved or deregistered in its place of incorporation, ASIC must remove the foreign company's name from the register.

Proprietary company

Deregistration: If there are no liabilities and minimal assets. Application to deregister is lodged with ASIC.

Liquidation: If company is insolvent or there are significant assets or liabilities to be dealt with. A formal process involving the appointment of a liquidator, providing proof of debts, realizing assets, paying creditors and distributing any surplus to shareholders.

Public company

Deregistration: If there are no liabilities and minimal assets. Application to deregister is lodged with ASIC.

Liquidation: If company is insolvent or there are significant assets or liabilities to be dealt with. A formal process involving the appointment of a liquidator, providing proof of debts, realizing assets, paying creditors and distributing any surplus to shareholders.

Stock corporation (AG)

Sell shares or a resolution on dissolution which is passed by the shareholders' meeting.

Limited liability company (GmbH)

Sell shares or a resolution on dissolution which is passed by the shareholders' meeting.

With Limited Liability (WLL)

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the Commercial Register at the MOIC and published in one of the local daily newspapers in the Arabic language.

Closed Shareholding Company (BSC(c))

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the Commercial Register at the MOIC and published in one of the local daily newspapers in the Arabic language.

Foreign Branch (Branch)

Internal procedures to be followed such as shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the Commercial Register at the MOIC and published in one of the local daily newspapers in the Arabic language.

Public limited company (société anonyme/naamloze vennootschap)

Voluntary dissolution with immediate closure of the liquidation:

• Statement of assets and liabilities, which may not be older than 3 months on the date the extraordinary shareholders' meeting deciding to dissolve and immediately close the liquidation, is held
• Special report of the management body on the proposal to dissolve and immediately close the liquidation. The statement of assets and liabilities has to be attached to the special report
• Meeting of the management body:
  • Approving the statement of assets and liabilities and the special report
  • Giving the statutory auditor the task to draft a report on the statement of assets and liabilities
  • Convening an extraordinary shareholders meeting
  • Waiving the convocation periods and formalities to this extraordinary shareholders' meeting
• Special report of the statutory auditor
• Extraordinary shareholders' meeting held in the presence of a notary public, deciding to dissolve and immediately close the liquidation

Limited company (société à responsabilité limitée/besloten vennootschap)

Voluntary dissolution with immediate closure of the liquidation:

• Statement of assets and liabilities, which may not be older than 3 months on the date the extraordinary shareholders' meeting deciding to dissolve and immediately close the liquidation, is held
• Special report of the management body on the proposal to dissolve and immediately close the liquidation. The statement of assets and liabilities has to be attached to the special report
• Meeting of the management body:
  • Approving the statement of assets and liabilities and the special report
  • Giving the statutory auditor the task to draft a report on the statement of assets and liabilities
  • Convening an extraordinary shareholders meeting
  • Waiving the convocation periods and formalities to this extraordinary shareholders' meeting
• Special report of the statutory auditor
• Extraordinary shareholders' meeting held in the presence of a notary public, deciding to dissolve and immediately close the liquidation

Belgian branch office of a foreign company

The competent corporate body of the foreign company may decide to close the Belgian branch office.

Limited liability company (Sociedade Limitada)

Once the dissolution occurs, by virtue of, among other events, approval of all quotaholders, a liquidator shall be appointed in order to manage the Company during the liquidation period. The liquidation procedures shall be in accordance with the provisions of the articles of association.

In addition, a dissenting quotaholder has the right to, in certain cases expressly set forth in the Brazilian Civil Code, request the partial dissolution of the company and withdraw from it.

The quotaholders may also establish, by means of the execution of a quotaholders' agreement, some exit strategies such as tag and/or drag along rights, put option right, redemption of quotas or other exit alternatives.

Corporation (Sociedade Anônima)

File dissolution documents with the appropriate commercial registry. Shareholders shall observe the procedures established in the bylaws and in the applicable law regarding the liquidation of the corporation.

The shareholders may also establish, by means of the execution of a shareholders' agreement, some exit strategies such as tag and/or drag along rights, put option right, redemption of shares or other exit alternatives.

Corporate subsidiary (Corporation form rather than flow-through form) 

File dissolution documents with the appropriate federal, provincial or territorial government authority, as the case may be, and final tax returns with federal and provincial/territorial tax authorities.

Dissolution documents, a final balance sheet and a final tax return are filed with the tax authority. An abstract of the dissolution document shall be registered at the Registry of Commerce and published in the Official Gazette.

Foreign investors may liquidate/early terminate or transfer the equity in the LLC. In case of liquidation, the investor will need to go through a liquidation process including applying for deregistration with various government authorities as applicable and to complete a tax clearance before the LLC can be liquidated by cancelling its business license with the AMR.

General partnership (Sociedad Colectiva)

Aside from the general causes of dissolution applicable for every company in Colombia, the dissolution causes specific to a general partnership are: 

• One of the partners dies and there is no legal heir.
• Legal incapacity of one of the partners, unless their agent is authorized to represent partner's interests in the company.
• Bankruptcy of a partner and no assignment of their participation in the company.
• Forceful assignment of participation of a partner to a 3rd person if the rest of the partners do not accept such situation.
• Resignation of one of the partners, if the rest of the partners do not acquire such partner's participation.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Aside from the general causes of dissolution applicable for every company in Colombia, the dissolution causes specific to a limited partnership are: 

• Managing partner dies and has no legal heir.
• Legal incapacity of the managing partner, unless his or her agent is authorized to represent partner's interests in the company,
• Bankruptcy of the managing partner and no assignment of their participation in the company occurs, forceful assignment of participation of the managing partner to a 3rd person if the rest of the partners do not accept such situation, and the resignation of the managing partner, if the rest of the partners do not acquire such partner's participation. Also, when either 1 of the 2 types of partners disappear.

Limited liability partnership (Sociedad de Responsabilidad Limitada)

General causes of dissolution applicable for every company in Colombia.

Law 2069 of 2020 expressly repealed the cause of dissolution when the patrimony is less than half of the subscribed capital. This cause had been suspended for 24 months by Decree Law 560 of April 15, 2020, issued in the context of the COVID-19 pandemic emergency, and was replaced with the non-compliance with the going concern assumption at year-end cause (causal de no cumplimiento de la hipótesis de negocio en marcha al Cierre del ejercicio).

Corporation (Sociedad Anónima)

Aside from the general causes of dissolution applicable for every company in Colombia, the dissolution cause specific to a Corporation is when 95 percent of the company's shares belong to the same shareholder.

Law 2069 of 2020 expressly repealed the cause of dissolution when the patrimony is less than half of the subscribed capital. This cause had been suspended for 24 months by Decree Law 560 of April 15, 2020, issued in the context of the COVID-19 pandemic emergency, and was replaced with the non-compliance with the going concern assumption at year-end cause (causal de no cumplimiento de la hipótesis de negocio en marcha al Cierre del ejercicio).

Simplified stock company (Sociedad por Acciones Simplificada)

Only the general causes of dissolution applicable for every company in Colombia are applicable to the simplified stock company, these are: expiration of the term of the company, the impossibility to carry out the company's objective, and because of the decision of the shareholders or national authority. Non-compliance with the going concern assumption at year-end cause (causal de no cumplimiento de la hipótesis de negocio en marcha al Cierre del ejercicio) set forth in Law 2069 of 2020 is also applicable.

Sale of shares, a resolution on dissolution which is passed by the shareholders, exit by a shareholder upon disapproval with a certain adopted decision of a general meeting, agreement with other shareholders. A dissolution resolution by shareholders starts the liquidation proceedings. The liquidation process takes at least 6 months. At the end of the liquidation process, there is the ending and deletion of the company in the commercial register.

Limited liability company (Kapitalselskab)

If the shareholders wish to dissolve a solvent company, this is by default done by a resolution which must be adopted by the general meeting. After this, a liquidator must be appointed. The final dissolution must be registered by the Danish Business Authority.

The company can also be dissolved by declaration rather than liquidation, which is a more expedient process. However, this is only when the limited liability company has paid all its creditors, and it entails that the shareholder(s) will be held liable for all debts, whether due or not and whether disputed or not, that existed at the date of the declaration.

Further, a company can be dissolved by a merger where 1 company integrates another or where both companies combine to make 1 new company. By contrast, the general meeting of a limited company can also decide to split up the company and thereby transfer assets and debts collectively to other existing or new companies.

Finally, the shareholders can decide to convert a public limited company into a private limited company or a limited partnership company – and the other way around. The managing body must ensure that all regulations of the new form of entity is complied with after such conversion. 

Corporations

Shareholders', quotaholders' or founder's meeting approval (ie, the general assembly resolution) or court decision on dissolution and winding up of an entity. Liquidator(s) will be assigned to run the liquidation process.

Branch

Parent company must submit a declaration to GAFI together with other required documents, stating its decision to close a local branch.

RO

Parent company must submit a declaration to GAFI together with other required documents, stating its decision to close the RO.

A new comprehensive bankruptcy code has been adopted and implemented that codifies and organizes the liquidation process of an entity incorporated in the Arab Republic of Egypt. 

Osakeyhtiö (Oy)

File dissolution documents with the Trade Register.

Société par actions simplifiée (SAS)

File dissolution and liquidation documents with the Registry of Commerce and Companies (RCS).

Société à responsabilité limitée (SARL)

File dissolution and liquidation documents with the Registry of Commerce and Companies (RCS).

Société anonyme (SA)

File dissolution and liquidation documents with the Registry of Commerce and Companies (RCS).

GmbH – limited liability company

The dissolution resolution by the shareholders starts the liquidation proceedings. The liquidation process takes at least 1 year. At the end of the liquidation process there is the ending and deletion of the company in the commercial register.

Societe anonyme (S.A.)

A societe anonyme can be dissolved either by decision of the shareholders or by court decision or due to the expiration of its duration or due to its entering into insolvency proceedings. The dissolution of the company is registered to the General Commercial Registry. Liquidation of the company follows.

Limited liability company (L.L.C.)

A limited liability company can be dissolved due to provisions of law or the articles of association or by decision of the general partner's meeting or by court decision or due to its entering into insolvency proceedings or due to the expiration of its duration. The dissolution of the company is registered to the General Commercial Registry. Liquidation of the company follows.

Private company (P.C.)

A private company can be dissolved either by decision of the general partner's meeting or due to its entering into insolvency proceedings or due to provisions of law or the articles of association or due to the expiration of its duration. The dissolution of the company is registered to the General Commercial Registry. Liquidation of the company follows.

Limited private companies

Exit usually takes place by:

• Voluntary winding up of the company
• Sale of shares or
• Sale of assets.

The primary exit route is the sale of the equity stake held in the Zrt. (ie, the shares) or Kft. (ie, the quota). In the case of Kfts the other quotaholders, the Kft. itself and -if applicable- any 3rd person designated by the quotaholders meeting will have a right of first refusal upon the transfer of quotas to 3rd parties. The equity stakes can also be contributed to other companies’ share capital as in kind contribution (allowing for share-for-share exits).

If no exit transaction is feasible or preferred, corporate entities may conduct a voluntary dissolution procedure ( végelszámolás) to liquidate their assets and to settle their debts. Dissolution documentation must be filed with the Court of Registration after completion of the procedure. The tax authority usually conducts an audit of final tax returns. The assets of the company remaining after the settlement of debts can be distributed to the shareholder(s)/quotaholder(s).

Private limited company

Cease operations; file closure documents with ROC.

Limited liability company

An Indonesian company may be dissolved by being wound up (voluntary dissolution and liquidation) or under a court order.

Private company limited by shares (LTD)

Dissolution may be achieved by way of voluntary liquidation or strike-off procedure. It is also possible to merge a LTD with:

• 1 or more other Irish companies under Irish domestic legislation (provided that none of the companies is a public limited company and at least 1 of the companies is a private company limited by shares) or

• Another limited company registered under the laws of a state of the European Economic Area under Ireland's cross-border merger regulations.

External company

Notice of closure of the branch (Form F14) must be filed with the CRO within 30 days of the branch ceasing to exist, for example, on the liquidation of the company in the jurisdiction of incorporation.

Company

Voluntary liquidation is generally performed vis-à-vis the Registrar of Companies. Involuntary liquidation will generally require the involvement of the court and/or the Official Receiver.

Branch / representative office

Not applicable.

Società a responsabilità limitata (S.r.l.)

The limited liability company dissolves (i) for the expiration of the company’s term; (ii) for the achievement of the corporate purpose or for the occurred impossibility to achieve it, unless the quota-holder’s meeting, called with no delay, does not resolve upon the relevant bylaws amendments; (iii) for the impossibility to operate or for the continuous inactivity of the quota-holder’s meeting; (iv) for the decrease in the corporate capital below the legal minimum required, unless what is provided by Articles 2447 and 2482-ter of Italian Civil Code; (v) in cases foreseen by Articles 2437-quater and 2473; (vi) in case the quota-holder’s meeting resolves so; (vii) for the other causes provided in the bylaws or the deed of incorporation; (viii) in case a judicial or controlled liquidation procedure (the so-called “procedura di liquidazione giudiziale e controllata”) is commenced.

The effects of dissolution are determined at the date of registration, at the Companies’ Register, of the declaration by which the directors of the company ascertain the causes of dissolution (with reference to the case described under number (vi) above, at the date in which the relevant minutes will be filed with the companies’ register).

Società per azioni (S.p.A.)

The joint stock company dissolves (i) for the expiration of the company’s term; (ii) for the achievement of the corporate purpose or for the occurred impossibility to achieve it, unless the shareholder’s meeting, called with no delay, does not resolve upon the relevant bylaws amendments; (iii) for the impossibility to operate or for the continuous inactivity of the shareholder’s meeting; (iv) for the decrease in the share capital below the legal minimum required, unless what is provided by Articles 2447 and 2482 -ter of Italian Civil Code; (v) in cases foreseen by Articles 2437 and 2473; (vi) in case the shareholder’s meeting resolves so; (vii) for the other causes provided in the bylaws or the deed of incorporation.

The effects of dissolution are determined at the date of registration, at the Companies’ Register, of the declaration by which the directors of the company ascertain the causes of dissolution (with reference to the case described under number (vi) above, at the date in which the relevant minutes will be filed with the companies’ register).

Registered branch

If all of the representatives in Japan have resigned, a branch office can be closed.

Kabushiki-Kaisha (KK)

Dissolution will be approved by a special resolution of a general meeting of shareholders which normally requires presence of a majority of shareholders, and an approval of 2/3 or more of votes. A liquidator must perform the liquidation tasks. Dissolution and completion of liquidation are filed with the Legal Affairs Bureau.

Godo-Kaisha (GK)

Dissolution will be approved by all members, and a liquidator will perform liquidation tasks. Dissolution and completion of liquidation are filed with the Legal Affairs Bureau.

Private limited liability company (Société à responsabilité limitée or S.à r.l.)

Specific exit strategies for the shareholders may be included in the articles of association or a shareholders’ agreement between the shareholders.

In addition, the S.à r.l. can be dissolved and liquidated by a decision of the shareholder(s) following the dissolution and liquidation procedure. When the S.à r.l. has a sole shareholder, it can also be dissolved without being liquidated, following the dissolution without liquidation procedure, in which case all the assets and liabilities of the S.à r.l. are transferred ipso jure to the sole shareholder.

The dissolution documents are to be filed with the Luxembourg Register of Commerce and Companies and published in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations) within one month following such dissolution.

Public limited liability company (Société anonyme or S.A.)

Specific exit strategies for the shareholders’ may be included in the articles of association or a possible shareholders’ agreement between the shareholders.

In addition, an S.A. can also be dissolved and liquidated by a decision of the shareholder(s) following the dissolution and liquidation procedure. When the S.A. has a sole shareholder, it can also be dissolved without being liquidated, following the dissolution without liquidation procedure, in which case all the assets and liabilities of the S.à r.l. are transferred ipso jure to the sole shareholder.

The dissolution documents are to be filed with the Luxembourg Register of Commerce and Companies and published in the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations) within one month following such dissolution.

Special limited partnership (Société en commandite spéciale or SCSp)

Specific exit strategies for the partners may be included in the limited partnership agreement.

There are 4 types:

• Shareholders' voluntary winding up: the company is solvent, but the shareholders of the company decide to wind up the company
• Creditors' voluntary winding up: the company is insolvent, and the creditors choose to wind up the company to realize the company's assets
• Compulsory winding up by the court of Malaysia: the court finds that a particular company is unable to pay its debts and
• Striking off by the Companies Commission of Malaysia: the Companies Commission of Malaysia can strike off a company if such company is not carrying on a business, has contravened with the Companies Act 2016, is being used for unlawful purpose or has been wound up.

Deregistration

If there are no liabilities and minimal assets. Application to deregister is lodged with the Registrar of Companies.

Liquidation

If there are insolvent or significant assets or liabilities to be dealt with. A formal process involving the appointment of a liquidator, providing proof of debts, realizing assets, paying creditors and distributing any surplus to shareholders.

S.A. de C.V.

Dissolution and winding up shall be approved by the shareholders’ meeting. Generally, it is a long and complex process.

S. de R.L. de C.V.

Dissolution and winding up shall be approved by the partners’ meeting. Generally, it is a long and complex process.

S.A.P.I. de C.V.

Dissolution and winding up shall be approved by the shareholders’ meeting. Generally, it is a long and complex process.

Branch office

File a deregistration form with the Dutch Trade Register pursuant to a resolution of (the appropriate corporate body under the governing law of) the head office to terminate the branch office and terminate Dutch activities.

B.V. (private company with limited liability)

File dissolution documents with the Dutch Trade Register after completing a voluntary liquidation procedure (including a mandatory 2 month waiting period in which creditors can file opposition against liquidation accounts). In the event that the BV holds no assets at the time of the dissolution, in principle a quicker strike-off procedure can be applicable without the mandatory 2 months waiting period for creditors.

Co-operative U.A.

File dissolution documents with the Dutch Trade Register after completing a voluntary liquidation procedure (including a mandatory 2-month waiting period in which creditors can file opposition against liquidation accounts). In the event that the Co-operative holds no assets at the time of the dissolution, in principle a quicker strike-off procedure can be applicable without the mandatory 2 months waiting period for creditors.

C.V. (a limited partnership)

File dissolution documents with the Dutch Trade Register after completing liquidation requirements as may be included in the partnership agreement.

Limited liability company

Removal from the register:  If limited liability companies have no liabilities, no assets, and there are no outstanding filings due to the Inland Revenue, it is possible to apply for the company to be removed from the Companies Office register. The application must be accompanied by a letter from the Inland Revenue confirming that it has no objection to that removal.

Liquidation: There is a formal process involving the appointment of a liquidator if the company is unable to pay its debts. The role of the liquidators includes providing proof of debts, realizing assets, paying creditors and distributing any surplus to shareholders.

Branch

If a branch intends to cease to carry on business in New Zealand, it must give public notice in a local paper and in the Gazette 3 months before it can apply to be deregistered from the Companies Office.

Companies may be deregistered by the CAC either through a winding up process or by the exercise of the powers of the CAC to deregister a defunct company by exercise of its discretion or by application of the company.

A company may be wound up voluntarily by the members of the company or creditors of the company, by the court or subject to the supervision of the court. Upon the winding up of a company, the company stands dissolved and the assets of the company will be liquidated and distributed in accordance with the rules of priority. The CAC may strike off the name of a company from the register where it has reasonable cause to believe that such company is not carrying on business or has not been in operation for 10 years or has not complied with provisions of the law for a consecutive period of 10 years. Other exit strategies are dependent on the contingency plan put in place by the company or its investors.

Private LLCs

Resolution by the general meeting to dissolve the company is filed with the NRBE. Following a mandatory 6-week creditor notice period, the final dissolution documents are filed with the NRBE.

Public LLCs

Resolution by the general meeting to dissolve the company is filed with the NRBE. Following a mandatory 6-weeks' creditor notice period, the final dissolution documents are filed with the NRBE.

Partnerships with unlimited liability

Resolution by a partnership meeting to dissolve a partnership is filed with the NRBE. Following a mandatory 6-week creditor notice period, final dissolution documents are filed with the NRBE.

Certain dissolution documents and a final balance sheet must be filed before the competent Public Registry of Legal Entities, after they are published in the Official Gazette and other local newspaper. Additionally, certain forms and documents recorded before the Public Registry of Legal Entities, as well as a final tax return, must be filed before the Peruvian tax authority.

Subsidiary

A voluntary dissolution may be effected by amending the articles of incorporation to shorten the corporate term or provide for a fixed corporate term. This requires a majority vote of the board of directors ratified by stockholders owning at least 2/3 of the outstanding capital stock. Company is deemed dissolved upon approval of the amended articles of incorporation by the SEC. Under the RCC, corporations have a perpetual existence unless the articles of incorporation provide otherwise.

A voluntary dissolution where no creditors are affected may be effected by a majority vote of the board of directors and by a resolution duly adopted by the affirmative vote of the stockholders owning at least 2/3 of the outstanding capital stock. A notice of stockholders' meeting is required to be published for 3 consecutive weeks in a newspaper published in a location where the principal office of a company is located. In case none is available, then in a newspaper of general circulation. The application for dissolution must be submitted to the SEC.

Voluntary dissolution where creditors are affected: file Petition for Dissolution with the SEC.

File necessary documents with other government agencies where the subsidiaries hold permits/registrations.

Partnership

File Articles of Dissolution or Affidavit of Dissolution with the SEC, and cancellation of local business permit and BIR registration, including registrations with other applicable government agencies such as the Social Security System, Philippine Health Insurance Corporation and Home Development and Mutual Fund.

All other entity types

File a Petition for Withdrawal of License with the SEC, cancellation of business permit from the local government and cancellation of BIR registration, including registrations with other applicable government agencies such as the SSS, PhilHealth and HDMF.

With respect to commercial companies and partnerships, liquidation proceedings are initiated by the shareholders/partners adopting a dissolution resolution. The liquidation process, aimed at settling any outstanding debts of the company and distributing its remaining assets, usually takes at least 6 months from the registration of the dissolution resolution; in more complex cases, it can take more than 1 year. At the end of the liquidation process, when interests of creditors have been secured, the company or partnership is dissolved and deleted from the business register. This does not apply to branches which may be deregistered on the basis of the resolution without conducting the liquidation process.

With respect to partnerships (except limited joint-stock partnerships), if partners reach a unanimous agreement, the partnership can be deleted from the business register without going through a liquidation process.

Shareholders may freely resolve on the winding up of a company.

Corporations

File dissolution documents with the Secretary of State. Liquidation will entail filings and certain disclosures with the Puerto Rico Treasury Department.

Limited Liability Companies

File dissolution documents with the Secretary of State. Liquidation will entail filings and certain disclosures with the Puerto Rico Treasury Department.

File dissolution documents with the appropriate Trade Registry.

Joint-stock company (public and non-public)

Complicated, bureaucratic and usually a lengthy procedure (from 4 months up to a few years), requiring filing of a set of documents with the appropriate registration authority, publication of the information on liquidation in the media, settlements with creditors and the tax authorities (formal reconciliation now is not mandatory, but in practice separate formalization of settlement with the tax authorities will be required). In addition, an on-site tax audit may be appointed.

Limited liability company

Complicated, bureaucratic and usually a lengthy procedure (from 4 months up to a few years), requiring filing of a set of documents with the appropriate registration authority, publication of the information on liquidation in the media, settlements with creditors and reconciliation with the tax authorities.

Limited liability company

Appointment of a liquidator either from shareholders or third parties to carryout dissolution.

Limited liability company 

A Singapore company may be dissolved by striking off, winding up compulsorily by the courts or voluntarily by its members or creditors.

Private and public companies (including personal liability companies)

Private and public companies can be deregistered by the CIPC either by way of its own application, or through the request from a 3rd party when a company has:

1. ceased to carry on business; and
2. has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company being liquidated.

At least 50 percent of the directors of a company requesting its own deregistration must sign the request letter.

If the company's annual returns are outstanding for more than 2 successive years or if the CIPC believes that the company has been inactive for 7 years deregistration it would, upon request of a 3rd party or a company which did not meet the 50 percent directors support threshold deregister the company.

The company would also have to provide a tax certificate to prove that it does not have any outstanding tax liabilities.

External company

An external company is not considered to be a company under the Companies Act and therefore cannot apply to CIPC for deregistration. To deregister an external company an application may be made to the Companies Tribunal. Upon receipt of an application, a member of the Tribunal is empowered to make an “administrative order that is appropriate and reasonable in the circumstances.”

Joint-stock company (Jusik Hoesa)

Comply with certain statutorily required dissolution and liquidation procedures; file dissolution and liquidation documents with the court.

Limited company (Yuhan Hoesa)

Comply with certain statutorily required dissolution and liquidation procedures; file dissolution and liquidation documents with the court.

Branch (Sucursal)

File liquidation documents in the Commercial Registry.

Limited liability company (Sociedad Limitada)

Carry out liquidation activities. File liquidation documents in the Commercial Registry.

Joint-stock company (Sociedad Anónima)

Carry out liquidation activities. File liquidation documents in the Commercial Registry.

Limited company (aktiebolag, AB)

File dissolution documents with the SCRO.

Trading partnership (handelsbolag, HB)

File dissolution documents with the SCRO and the Swedish Tax Agency. Filing of dissolution documents must be conducted by all partners. In addition, all partners must agree to end an HB in order to effectuate the dissolution.

Limited partnership (kommanditbolag, KB)

File dissolution documents with the SCRO and the Swedish Tax Agency. Filing of dissolution documents must be conducted by all partners. In addition, all partners must agree to end a KB in order to effectuate the dissolution.

Branch office (filial, Branch)

A deregistration of a branch must be reported to the SCRO. A deregistration is free of charge and can be filed by the managing director or an authorized representative of a foreign company.

Stock corporation

Where the corporation is dissolved for reasons other than insolvency or a court judgment, the general meeting of shareholders passes a resolution; the board of directors subsequently notifies the dissolution for entry in the commercial register.

File dissolution documents with the MOEA and complete the liquidation process.

File dissolution documents with the DBD.

Must start a liquidation process and register it with the relevant Trade Registry.

Limited Liability Company

Liquidation, share transfer and withdrawal as the company's participant.

Private Joint-Stock Company

Liquidation and share transfer.

LLC

Internal procedures to be followed, such as unanimous shareholder approvals and undertakings that the company has met its debts and obligations. The dissolution must be registered with the commercial register and published in 2 local daily newspapers in the Arabic language. An auditing firm registered in the UAE should be appointed to act as the liquidator of the company and instructed to prepare the liquidation report.

Branch

Internal procedures to be followed, such as passing board resolutions of the parent company and undertakings that the branch has met its debts and obligations. The dissolution must be registered with the commercial register and published in 2 local daily newspapers in the Arabic language.

FZ-LLC

Same as LLC.

FZ-Branch

Same as branch.

Dual Licensee Branch

Same as branch.

Private limited company

Voluntary strike-off (commonly used where assets and liabilities are negligible) or liquidation.

Limited liability partnership (LLP)

Requirements governed by LLP Agreement.

Registered UK establishment

A UK establishment can be closed by giving notice to Companies House.

C corporation

File dissolution documents with the appropriate Secretary of State.

S corporation

File dissolution documents with the appropriate Secretary of State.

Limited liability company (LLC)

File dissolution documents with the appropriate Secretary of State.

With respect to foreign investment, application for termination of an investment project must first be made with the investment registration authority. Then, the dissolution of the company is conducted with the enterprise registration authority. It is noted that tax finalization is the key for obtaining the final decision of dissolution of any enterprise in Vietnam.