Today, LSX Lawfirm will give you an article about: “Cease existence of divided company in Vietnam”, as follows:
Law on enterprise 2020
Decree No. 01/2021/ND-CP
Ceasing existence of divided company, consolidating companies and acquired companies
Accordingly, after the transferee companies (from a full division), consolidated company or acquiring company issued with enterprise registration certificate; the legal status of the divided company; consolidating companies or acquired companies changed into “fully divided, consolidated or merged”.
Then, the Business Registration Offices of provinces where the divided company; consolidating companies or acquired companies are headquartered shall send relevant information to tax authorities.
The tax authority shall send information shall send information about the enterprise’s statement and transfer of tax liabilities to the Business Registration Office.
Accordingly, within 01 working day from the day on which the tax authority notifies that the divided company; consolidating company or acquired company has completed the statement and transfer of tax liabilities; the Business Registration Office of province where the divided company; consolidating company or acquired company headquartered shall change the legal status of this company on the National Enterprise Registration Database into “cease to exist”; according to the process on the National Enterprise Registration Information System.
The Business Registration Office shall cease the existence of branches/representative offices/business locations of the divided company; consolidating company; or acquired company before ceasing the existence of these companies on the National Enterprise Registration Database according to the process on the National Enterprise Registration Information System.
In case of merger, if the enterprise registration information of the acquiring company unchanged; within 10 working days from the completion of the merger; the acquiring company shall give a written notification to the Business Registration Office of province; where it is headquartered for ceasing the existence of the acquired company.
The notification must be accompanied by the documents mentioned in Points a and b Clause 2 Article 61 Decree No. 01/2021/ND-CP, in which:
In case of merger of one or some companies into another company, the application for enterprise registration information of the acquiring enterprise must include the corresponding documents prescribed in this Chapter and the followings:
a) The merger contract as prescribed in Article 201 of the Law on Enterprises;
b) The resolution or decision on ratification of the merger contract and the copy of the minutes of meeting on ratification of merger contract of the Board of Members of the acquiring company a multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the acquiring company that is a joint-stock company
In case the divided company, consolidating company or acquired company headquartered outside the province; then where the transferee company, consolidated company or acquiring company headquartered; the Business Registration Office of the province where the latter headquartered shall send information to the Business Registration Office of the province; where the former headquartered to cease their existence on the National Enterprise Registration Database according to the process on the National Enterprise Registration Information System.
You can refer to the article related to Company division, Registration company in Vietnam after a full or partial division; Names of Vietnam’s branches and representative offices
Transforming business form
Business division, consolidation, merger
In case of business division:
A limited liability company or a joint-stock company may divide shareholders, members and company assets to establish two or more new companies.
Thus, the divided enterprise will cease to exist, and its obligations and rights will be transferred to the companies established from the division of this enterprise.
These new companies are jointly liable for the unpaid debts, labor contracts and other property obligations of the divided company; or agreement with creditors, customers and employees.