DOCUMENTS, PROCEDURES AND PROCEDURES FOR ENTERPRISE REGISTRATION ON THE BASIS OF DIVIDING, SPLITTING, AND CONSOLIDING COMPONENT COMPANIES DOCUMENTS Enterprises prepare 01 set [...]
DOCUMENTS, ORDER, BUSINESS REGISTRATION PROCEDURES
ON THE BASIS OF COMPANY DIVISION, SEPARATION AND MERGE
The enterprise prepares 01 set of documents according to the provisions of Enterprise Law No. 59/2020/QH14 dated June 17, 2020; Article 25 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:
| 1 | In case of dividing a limited liability company or joint stock company according to the provisions of Article 198 of the Enterprise Law, in addition to the documents specified in Article 23 and Article 24 of Decree No. 01/2021/ND-CP dated January 4, 2021, the business registration dossier for the new company must be accompanied by:
a) Resolution and decision on dividing the company according to the provisions of Article 198 of the Enterprise Law; b) Copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, of the General Meeting of Shareholders for joint stock companies on the division of the company. |
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| 2 | In case of separation of a limited liability company or joint stock company according to the provisions of Article 199 of the Enterprise Law, in addition to the documents specified in Article 23 and Article 24 of Decree No. 01/2021/ND-CP dated January 4, 2021, the business registration file for the separated company must contain the following documents:
a) Resolution and decision on separation of the company according to the provisions of Article 199 of the Law on Enterprises; b) Copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, of the General Meeting of Shareholders for joint stock companies on the separation of the company. |
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| 3 | In case of merging several companies into a new company, in addition to the documents specified in Article 22, Article 23, Article 24 of Decree No. 01/2021/ND-CP dated January 4, 2021, the business registration dossier for the consolidated company must contain the following documents:
a) Consolidation contract as prescribed in Article 200 of the Enterprise Law; b) Resolution and decision on approving the company consolidation contract of the merged companies and copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders for joint stock companies on approving the consolidation contract to establish a 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, Business Registration Office Encourage people and businesses to carry out business registration procedures in the electronic network environment.
– Submitting documents electronically: The business founder or authorized person uses the Public Digital Signature or Business Registration Account to register the 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: The business founder or authorized person receives results at the Department 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:
– 50,000 enterprise registration fee and 100,000 enterprise information provision fee (Exemption from enterprise registration fee in case of electronic enterprise registration; exemption of enterprise registration fee and fee for providing enterprise information for the first time for small and medium-sized enterprises converting from business households - according to the provisions of Circular No. 47/2019/TT-BTC dated August 5, 2019).
Procedures
