Registration to change of owner in single-member LLC in Vietnam

by QuynhHuong

Accordingly, single-member limited liability companies, after changing owners due to transfer or inheritance; will have to carry out the procedures prescribed by law. This article will cover the necessary information around the registration to change of owner in single-member Limited liability companies in Vietnam.

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

Cases of change of owner in single-member Limited liability companies

Hence Article 53, Decree 01/2021/ND-CP; there are 05 cases of change of owner in single-member LLCs that must register for change as follow:

  • The company owner transfers the entire charter capital to an individual or an organization
  • Change of owner in single-member Limited liability companies under a decision of a competent authority on arrangement and renewal of state-owned enterprises
  • Change of owner due to inheritance
  • By donating the entire capital contribution
  • Change of owner in single-member Limited liability companies; according to the decision on division, separation, merger or consolidation of the company.

Dossier for registration to change the owner of a single-member limited liability company

Correspondingly, the enterprise law requires different documents for each case. Therefore, a set of documents in each case will include the following documents:

In case the company owner transfers the entire charter capital

Basically, a dossier for registration to change the owner, in this case, will contain the upcoming documents:

  • Notice of change of owner of a single-member LLC signed by the owner, or the legal representative of the old owner; and the new owner, or the legal representative of the new owner
  • A copy of an individual’s legal papers in case the transferee is an individual or a copy of an organization’s legal papers; or documents proving authorization in case of authorization. On the condition that the owner being a foreign organization; the copy of the organization’s legal papers must be consularly legalized
  • A copy of the amended and supplemented charter of the company
  • Contract on transfer of contributed capital or documents proving completion of the transfer of contributed capital
  • Investment registration agency’s document approving the investment.

Change of owner under a decision of a competent authority

Thus the regulation, the dossier for this case will be similar to the document in case the company owner transfers the entire charter capital. Yet, the transfer contract or transfer completion documents are replaced by a decision of the competent authority on the change of company owner.

Change of owner due to inheritance

A dossier in case change of owner due to inheritance will contain:

  • Notice of change of owner of a single-member limited liability company signed by the new owner or the legal representative of the new owner
  • A copy of the amended and supplemented charter of the company
  • A copy of an individual’s legal papers in case the heir is an individual or a copy of an organization’s legal papers; or documents proving authorization in case of authorization. On the condition that the owner being a foreign organization; the copy of the organization’s legal papers must be consularly legalized
  • A copy of the document certifying the legal inheritance of the heir

Change of owner by donating the entire capital contribution

Thus the regulation, the dossier for this case will be similar to the document in case the company owner transfers the entire charter capital. Yet, the transfer contract or documents proving the completion of the transfer shall be replaced by a contract of donation for the contributed capital.

Change of owner according to the decision on division, separation, merger or consolidation of the company.

Thus the regulation, the dossier for this case will be similar to the document in the case in case the company owner transfers the entire charter capital. Yet, the transfer contract or documents proving the completion of the transfer shall be replaced by resolution, the decision on the division of the company, resolution, decision on separation of the company; following the provisions of the enterprise law.

Procedure for registration to change the owner of a single-member limited liability company

Step 1: Submit the dossier

Initially, the applicant may prepare a dossier for registration to change the owner of a single-member LLC in correspondence to their case. Then, they shall submit it to the Business Registration Office.

Step 2: Recieve the certificate

Subsequently, after receiving the enterprise registration dossier; the Business Registration Office shall give the receipt, check the validity of the application; then issue the Certificate of Business Registration to the enterprise.

Above is the information on the registration to change of owner in single-member LLC in Vietnam. Hope that the article could help you solve your problem. In case you have any questions, please contact Lawyer X for quick and best legal services: 0833102102.

What type of company can a foreigner set up in Vietnam?

Foreign investors may set up every type of company in Vietnam. However, LLC and JSC are the most common among them.

What are the business lines that Foreign Capital Companies can operate in?

Thus the provisions of the 2020 Enterprise Law and WTO Law, enterprises have the right to freely conduct business in industries, as long as the regulation does not prohibit.

Do the enterprises need to re-announce the business registration content in this case?

Yes, they do. Within 30 days from the date of issuance of the Enterprise Registration Certificate; they must complete the announcement of business registration.

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