DOCUMENTS AND PROCEDURES FOR REGISTRATION OF CHANGE OF OWNER OF A ONE-MEMBER LIMITED LIABILITY COMPANY PROFILE COMPONENTS Enterprises prepare [...]
DOCUMENTS AND PROCEDURE FOR REGISTRATION OF CHANGE OF OWNER
SINGLE MEMBER LIMITED LIABILITY COMPANY
The enterprise prepares 01 set of documents according to the provisions of Enterprise Law No. 59/2020/QH14 dated June 17, 2020; Article 53 of Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government, the form is prescribed in Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Ministry of Planning and Investment, specifically:
| I | In case the company owner transfers all charter capital to an individual or organization | |
| 1 | Notification of change of owner of a single-member limited liability company signed by the owner or legal representative of the old owner and the new owner or legal representative of the new owner according to form Appendix II-4 Circular No. 01/2021/TT-BKHDT; | Appendix II-4 |
| 2 | Copies of legal documents of the transferee:
– If the transferee is an individual: copy of the individual's legal documents – If the transferee is an organization: a copy of the organization's legal documents, a copy of the individual's legal documents for the authorized representative and a copy of the document appointing the authorized representative. For foreign organizations, copies of the organization's legal documents must be consularly legalized |
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| 3 | Copy of the company's amended and supplemented Charter; | |
| 4 | Contract for transfer of capital contribution or documents proving completion of transfer of capital contribution; | |
| 5 | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| II | In case of changing the owner of a single-member limited liability company according to the decision of the competent authority on the arrangement and renewal of state-owned enterprises, the application for change registration shall be carried out according to the instructions in section I, in which the transfer contract or documents completing the transfer are replaced by the decision of the competent authority on changing the company owner. | |
| III | In case a single-member limited liability company changes owner due to inheritance | |
| 1 | Notification of change of owner of a single-member limited liability company signed by the new owner or the legal representative of the new owner according to form Appendix II-4 Circular No. 01/2021/TT-BKHDT; | Appendix II-4 |
| 2 | Copy of the company's amended and supplemented Charter; | |
| 3 | Copy of document certifying the heir's legal inheritance rights; | |
| 4 | Copies of legal documents of the new owner:
– If the new owner is an individual: copy of the individual's legal documents – If the new owner is an organization: a copy of the organization's legal documents, a copy of the individual's legal documents for the authorized representative and a copy of the document appointing the authorized representative. For foreign organizations, copies of the organization's legal documents must be consularly legalized |
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| IV | In case of changing the owner of a single-member limited liability company due to donating the entire capital contribution, the business registration dossier includes documents according to the instructions in section I, in which the transfer contract or documents proving the completion of the transfer are replaced by the contract for donating the capital contribution. | |
| V | In case of changing the owner of a single-member limited liability company according to a decision on division, separation, merger, or consolidation of the company, the business registration dossier includes the documents as guided in Section I of this Article, in which, the capital transfer contract or documents proving completion of capital transfer transfer are replaced by resolutions, decisions on division of the company, resolutions, decisions on separation of the company, and documents specified in Points a and b, Clause 3 of this Article. 25 Decree 01/2021/ND-CP, documents specified in Points a, b, c Clause 2 Article 61 Decree 01/2021/ND-CP. Resolutions and decisions on division, separation, consolidation and merger of the company must show the transfer of all capital contributions in the company.h one-member limited liability company to the new company. |
* Individual legal documents (specified in Article 11 of Decree No. 01/2021/ND-CP):
– Vietnamese citizens: Identity card/Citizen identification card., valid passport
– Foreigners: Valid passport
* Documents in foreign languages must be accompanied by notarized Vietnamese translations (stipulated in Article 10 of Decree No. 01/2021/ND-CP)
* In case the person competent to sign the document requesting business registration authorizes another organization or individual to carry out business registration procedures (stipulated in Article 12 of Decree No. 01/2021/ND-CP), the application must be submitted with:
– Copy of legal documents of the individual authorized person
– Authorization document for an individual to carry out procedures related to business registration (notarization or authentication is not required).
– Copy of the service provision contract with the service organization performing procedures related to business registration.
– Referral letter from that organization to the individual directly carrying out procedures related to business registration and a copy of the individual's legal documents for the referred person.
Step 1: Prepare documents according to regulations
Step 2: Submit application
* To effectively apply the Government's regulations on carrying out administrative procedures in the electronic environment in Decree No. 45/2020/ND-CP dated April 8, 2020, as well as create further conditions for people and businesses, increase transparency in handling administrative procedures, save costs and time for both people, businesses and business registration agencies, the Registration Office Business encourages people and businesses to carry out business registration procedures in the electronic network environment.
– Submitting documents online: Competent person or authorized person uses Public Digital Signature or Business Registration Account to register a business electronically (stipulated in Article 42 of Decree No. 01/2021/ND-CP).
See instructions and follow instructions https://dangkyquamang.dkkd.gov.vn/
– When receiving dossiers, the Business Registration Office is responsible for reviewing and sending notices via electronic network to the enterprise to request amendments and supplements to the dossiers in case the dossiers are not valid. When the application is eligible for issuance of a Business Registration Certificate, the Business Registration Office notifies the enterprise electronically about the issuance of a Business Registration Certificate.
Step 3: Get results
After receiving notice of issuance of the Business Registration Certificate via electronic network, the business founder or authorized person receives the results.
– In case of receiving results directly: Competent person or authorized person receives results at the Department of receiving documents and returning business registration results at Hai Phong Department of Finance, No. 1 Dinh Tien Hoang, Minh Khai ward, Hong Bang district.
(When coming to receive results, the business founder or authorized person brings personal legal documents or notarized copies of personal legal documents)
– In case of receiving results via public postal service: To receive results via public postal service, the applicant must attach a Request to receive results via public postal service when submitting the application electronically. The Business Registration Office will return the results to the recipient at the address stated in the Request to Receive Results via Public Postal Service.
* Fees:
Electronic registration documents are exempt from fees according to regulations in Circular No. 130/2017/TT-BTC of the Ministry of Finance
Procedures
