Change business registration contents after separation, merger in Vietnam

Hence the provisions of Vietnamese law, after conducting a merger or separation, companies will have to carry out the procedure of registering changes to the contents of business registration. So how exactly will this procedure proceed? What do businesses need to prepare? LSX will answer in the article “Change business registration contents after separation, merger in Vietnam”.

Legal grounds

• 2020 Enterprise Law
• Decree 01/2021/ND-CP

Executing subject

Accordingly, the legal subject that must carry on this procedure will involve:

• Seperation of LLCs, JSCs from which the split company changes the charter capital, number of members, shareholders being foreign investors in proportion to the amount of capital contribution, shares and number of members, shareholders are foreign investors reduced
• Merger of one or more companies into another company

Dossier for registration for change business registration contents after separation, merger

Change business registration contents after separation

Basically, a dossier for registration for change business registration contents after separation will contain the following documents:

• Resolutions and decisions on the separation of the company; which must include the following priciple contents:
  • Name and head office address of the separated company
  • The name of the company to be separated to be established
  • Labor use plan
  • Seperation method
  • The value of assets, rights and obligations transferred from the separated company to the separated company
  • Time limit for performing the separation of the company
• A copy of the minutes of the Members’ Council meeting, in case of multiple-member LLC; of the General Meeting of Shareholders, in case of joint-stock companies, on the separation of the company.

Change business registration contents after merger

On the other hand, the application for registration of changes in business registration contents of the merging company must have the following documents:

• Merger contract, which contain:
  • Name and head office address of the merging company
  • Name and head office address of the merged company
  • merger procedures and conditions
  • labor use plan
  • methods, procedures, deadlines and conditions for converting assets, converting capital contributions, shares and bonds of the merged company into contributed capital, shares and bonds of the merging company
  • the time limit for implementation of the merger
• Resolution, decision on the approval of the merger contract and a copy of the minutes on the approval of the merger contract of the merging company of:
  • the Members’ Council meeting, in case of multiple-member LLC, partnerships
  • the General Meeting of Shareholders, in case of joint-stock companies
• Resolution, decision on the approval of the merger contract and a copy of the minutes on the approval of the merger contract of the merged company of:
  • the Members’ Council meeting, in case of multiple-member LLC, partnerships
  • the General Meeting of Shareholders, in case of joint-stock companies

On the condition that the merging company is a member, shareholders owning more than 65% of the charter capital, or voting shares of the merged company; the dossier will not contain the resolution, decision on the approval of the merger contract, and a copy of the minutes on the approval of the merger contract of the merged company.

Procedure for change business registration contents after separation, merger

Step 1: Submit the dossier

Initially, the applicants must prepare the required dossier. Then, they could submit it at the Business Registration Office.

Step 2: Recieve the certificate

Subsequently, after receiving the business registration application, the Business Registration Office shall issue a receipt, check the validity of the application, and issue a Certificate of Business Registration; a Certificate of the change in business registration contents for enterprises.

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