Business registration for acquiring company that is a one-member limited liability company

A. PROFILE COMPOSITION

 1. In case after the acquisition, there are changes in the business registration information of the acquiring company:

  1. Acquisition contract.
  2. Resolution, decision on the ratification of the acquisition contract and a copy of the minutes of the meeting for an acquiring company.
  3. Resolution, decision on the ratification of the acquisition contract and a copy of the minutes of the Board of Members for a multi-member limited liability company, of a partnership, of the General Meeting of Shareholders for a joint-stock company of the acquired company, except where the acquiring company is a member, shareholders owning more than 65% of the charter capital for limited liability company, partnership; or voting shares for a joint-stock company of the acquired company.
  4. A valid copy enterprise registration certificate or other equivalent papers of the acquired companies and the acquiring companies.
  5. Enclosed with documents specified in Chapter VI of Decree No.01/2021/ND-CP on business registration (depending on the information the acquiring company wants to change such as company name; head office address; charter capital; information of legal representative; business lines…).
  6. Notice of change of enterprise registration information (Appendix II-1).
  7. List of the authorized representative in case the owner is an organization (Appendix I-10).
  8. Power of attorney (when the person submitting the application and receiving the result is not the legal representative).

2. In case after the acquisition, the business registration information of the acquiring company still remains:

  1. Notice of amendment and update of enterprise registration information (Appendix II-5).
  2. Acquisition contract.
  3. Resolution, decision on the ratification of the acquisition contract and a copy of the minutes meeting for an acquiring company.
  4. Resolution, decision on the ratification of the acquisition contract and a copy of the minutes of the Board of Members for a multi-member limited liability company, of a partnership, of the General Meeting of Shareholders for a joint stock company of the acquired company, except where the acquiring company is a member, shareholders owning more than 65% of the charter capital for limited liability company, partnership; or voting shares for joint stock company of the acquired companies.
  5. A valid copy enterprise registration certificate or other equivalent papers of the acquired companies and the acquiring company.
  6. Power of attorney (when the person submitting the application and receiving the result is not the legal representative).

=> Within 10 working days from the date of acquisition, the acquiring company shall send a dossier to the Business Registration Authority where the acquiring company is headquartered to terminate the existence of the acquired companies.

  • Quantity: 01 set.

B. SEQUENCE

Step 1: Prepare an acquisition contract and a charter of the acquiring company.

The acquired companies shall prepare an acquisition contract with the following contents:

  • Name, head office’s address of acquired companies.
  • Name, head office’s address of acquiring company.
  • Procedures and conditions for acquisition.
  • Plan for using employment.
  • Methods, procedure, deadline and conditions for transfer of assets, shares/stakes, bonds of the acquired companies into that of the acquiring
  • Acquisition time.

Step 2: The members, owner or shareholders of the companies shall ratify the acquisition contract and the acquiring company’s charter and apply for registration of the acquiring company.

Note: If the acquiring company has total market share of between 30% and 50% in the relevant market, the legal representative of the acquired company shall notify the competition authority prior to conducting the acquisition, unless otherwise prescribed by the Competition Law.

Companies with the total market share of more than 50% in the relevant market are banned from acquisition, unless otherwise prescribed for by the Competition Law.

Step 3: The acquisition contract shall be sent to creditors and employees within 15 days from the day on which the resolution is ratified.

Step 4: Registration for an acquiring company that is a joint-stock company.

The business registration authority shall update the status of the acquired company to the national enterprise registration database and change the business registration information on the Enterprise Registration Certificate of the acquiring company.

Please follow the link to get the procedure for REGISTRATION OF ESTABLISHMENT OF A ONE-MEMBER LIMITED LIABILITY COMPANY

Note: After the acquiring company is registered, the acquired companies shall cease to exist. The acquiring company shall inherit the lawful rights and interests, liabilities, unpaid debts, employment contracts and other obligations of the acquired company.

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