Today, LSX Lawfirm will give you an article about: “Registration company in Vietnam after a full or partial division”, as follows:
Legal grounds
Law on enterprise 2020
Decree No. 01/2021/ND-CP
What is business division?
Accordingly, Enterprise division is a joint stock company, a limited liability company can be divided into many companies of the same type. Then 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.
Registration company in Vietnam after a full or partial division
Firstly
In case of full division of a limited liability company or joint-stock company; as prescribed in Article 198 of the Law on Enterprises, apart from the documents specified in Article 23 and Article 24 hereof; the application for registration of a new company must also include the following documents:
a) The resolution or decision on full division of the company; as prescribed in Article 198 of the Law on Enterprises;
b) Then the copy of the minutes of the meeting on full division of the company of the Board of Members of a multi-member limited liability company; or the General Meeting of Shareholders of a joint-stock company.
Secondly
In case of partial division of a limited liability company or joint-stock company; as prescribed in Article 199 of the Law on Enterprises; apart from the documents specified in Article 23 and Article 24 hereof; the application for registration of the new company must also include the following documents:
a) The resolution or decision on partial division of the company as prescribed in Article 199 of the Law on Enterprises;
b) Then the copy of the minutes of the meeting on partial division of the company; the Board of Members of a multi-member limited liability company; or the General Meeting of Shareholders of a joint-stock company.
Thirdly
In case of consolidation of some companies into a new company; apart from the documents specified in Articles 22, 23 and 24 hereof; the application for registration of the consolidated company must also include the following documents:
a) The consolidation contract as prescribed in Article 200 of the Law on Enterprises;
b) The resolution or decision on ratification of the consolidation contract; and the copies of the minutes of meetings on ratification of consolidation contract of the Board of Members of a multi-member limited liability company; the Board of General Partners of a partnership; or the General Meeting of Shareholders of a joint-stock company.
You can refer to the article related to Company division, Cease existence of divided company in Vietnam or Names of Vietnam’s branches and representative offices
Related questions
Thus, the two forms of consolidation and merger terminate the existence of the old company. However, slightly different from the form of consolidation, merger is when enterprises transfer their rights and obligations into the merging enterprise. No new businesses are born and businesses participating in the merger cease to operate.
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.
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