Today, LSX Lawfirm will give you an article about: “Company division according to Vietnamese law”, as follows:
Law on enterprise 2020
Principles of company division according to Vietnamese law
Full division is the situation in which a limited liability company or joint stock company (the divided company) divides its:
- Obligations, members/shareholders
Divide to establish two new companies or more.
You can refer to the article related to Registration company in Vietnam after a full or partial division, Cease existence of divided company in Vietnam or Names of Vietnam’s branches and representative offices
Full division procedures:
Accordingly, the Board of Members, the owner or General Meeting of Shareholders of the divided company shall ratify the resolution or decision on fully division of the company in accordance with this Law and the company’s charter.
The resolution or decision shall contain:
- The name and headquarters address of the divided company
- Then Names of the new companies
- Rules and procedures for division of the company’s assets
- Then Employment plan; method for division
- Time limit and procedures for transfer of shares/stakes to the divided company to the new companies
- Then Rules for settlement of the divided company’s obligations
- Division time.
This resolution or decision sent to all creditors and employees within 15 days from its issuance date or ratification date.
The members, owner or shareholders of each new company shall ratify its charter, elect or designate:
- The President of the Board of Members
- Then President of the company
- Board of Directors
- The Director/General Director
Then, apply for enterprise registration in accordance with this Law.
The enterprise registration application of the new company enclosed with the full division resolution/decision mentioned in Point a of this Clause.
Accordingly, the quantity of members or shareholders, their holdings of shares/stakes and charter capital of the new company written according to the full division resolution/decision.
So, the divided company shall cease to exist after the new companies granted the Certificate of Enterprise Registration.
Then, the new companies shall be jointly responsible for unpaid debts, unfulfilled liabilities, employment contracts and other obligations of the divided company or reach an agreement with the divided company’s creditors, clients and employees that one of the new companies will fulfill these obligations.
The new companies obviously inherit all rights, obligations and lawful interests of the divided company under the full division resolution/decision.
The business registration authority shall update the status of the divided company in the national enterprise registration database when issuing the Certificate of Enterprise Registration to the new companies.
In case a new company is headquartered outside the province in which the divided company is headquartered, the business registration authority of the province in which the divided company is headquartered shall make the update.
Enterprise division is a joint stock company, a limited liability company can be divided into many companies of the same type. The company is divided through a decision of the General Meeting of Shareholders, the Board of Members or the owner. After the new companies register for business, the divided company ceases to exist.
For unpaid debts, employment contracts or related assets, the related companies will be jointly liable. Or can come to an agreement to solve these problems.
Separation of an enterprise is a joint-stock company, a limited liability company that transfers part of the assets of an existing business to establish one or several new companies. This decision is agreed upon by the General Meeting of Shareholders, the owner or the Members’ Council.
After business registration, the separated company and the separated company must be jointly responsible for unpaid debts, contracts or property, etc.