DOCUMENTS AND PROCEDURES FOR REGISTERING CHANGES IN THE CONTENT OF BUSINESS REGISTRATION FOR SPLIT-OFF COMPANIES AND MERGED COMPANIES PROFILE COMPONENTS […]
DOCUMENTS, ORDER, PROCEDURES FOR REGISTRATION OF CHANGES IN ENTERPRISE REGISTRATION CONTENTS FOR SPLIT-OFF COMPANIES AND MERGER COMPANIES
The enterprise prepares 01 set of documents according to the provisions of Enterprise Law No. 59/2020/QH14 dated June 17, 2020; Article 61 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 of separation of a limited liability company or joint stock company in which the separated company changes its charter capital, the number of members and shareholders who are foreign investors corresponding to the capital contribution and shares and the number of members and shareholders who are foreign investors is reduced, the registration dossier to change the business registration content of the separated company must contain: | |
| 1 | Equivalent documents specified in Chapter VI of Decree No. 01/2021/ND-CP | |
| 2 | Resolution/decision and copy of meeting minutes on separation of the company as prescribed in Article 199 of the Enterprise Law
(Reference form of the Business Registration Office) |
|
| For limited liability companies with two or more members: resolution/decision and copy of meeting minutes of the Board of Members | Minutes of changes to LLC-2TV LLC | |
| For joint stock companies: Resolution/decision and copy of meeting minutes of the General Meeting of Shareholders
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Minutes-of-changes of the General Meeting of Shareholders | |
| II | In case of merging one or several companies into another company, the registration dossier to change the business registration content of the merged company must include: | |
| 1 | Equivalent documents specified in Chapter VI of Decree No. 01/2021/ND-CP | |
| 2 | Merger contract according to the provisions of Article 201 of the Enterprise Law | |
| 3 | Resolution/decision and copy of meeting minutes:
(Reference form of the Business Registration Office) |
|
| For limited liability companies with two or more members, partnerships:
– Resolution/decision and copy of meeting minutes of the Board of Members on approving the merger contract of the receiving company; – Resolution/decision and copy of meeting minutes of the Board of Members on approving the merger contract of the merged company, except in cases where the merging company is a member owning more than 65% of the charter capital for limited liability companies or partnerships. |
Minutes of changes to LLC-2TV LLC | |
| For joint stock companies:
– Resolution/decision and copy of meeting minutes of the General Meeting of Shareholders on approving the merger contract of the merging company; – Resolution/decision and copy of the meeting minutes of the General Meeting of Shareholders on approving the merger contract of the merged company, except in cases where the merging company is a shareholder owning more than 65% of the voting shares of the merged company. |
Minutes-of-changes of the General Meeting of Shareholders |
* 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 valid, the Business Registration Office notifies the enterprise electronically, updating information about the enterprise's founding shareholders in the National Business Registration Database. In case an enterprise needs, the Business Registration Office will issue a Certificate of change in business registration content to the enterprise.
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
