Business registration for joint stock companies established on the basis of company consolidation

A. PROFILE COMPOSITION

An applicant shall prepare documents for business registration as specified in Article 23 of Decree No.01/2021/ND-CP.

Please follow the link to get the procedure for REGISTRATION OF ESTABLISHMENT OF A JOINT STOCK COMPANY

In addition to the above documents, in case of consolidation of the company, the dossier shall include supplementarily:

  1. Consolidation contract.
  2. Resolutions and decisions of the consolidated company on the consolidation of the company 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 on the consolidation of the company to set up a new company
  3. A valid copy enterprise registration certificate or other equivalent papers of the consolidated
  • Quantity: 01 set.

B. SEQUENCE

Step 1: Prepare a consolidation contract and a charter of the consolidating company.

Consolidated companies shall prepare a consolidation contract with the following contents:

  • Name of consolidating company and consolidated companies.
  • Head office’s address of consolidating company and consolidated companies.
  • Procedures and conditions for consolidation.
  • Plan for using employment.
  • Deadline, procedure and conditions for transfer of assets, shares/stakes, bonds of the consolidated companies to the consolidating company.
  • Consolidation time.

Step 2: The members, owners or shareholders of the consolidated companies shall ratify the consolidation contract, the consolidating company’s charter, elect or designate the Board of Directors, the Director/General Director of the consolidating company and apply for registration of the consolidating company in accordance with the Law.

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

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

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

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

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

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