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

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 the separation of the company, the dossier shall include:

  1. A valid copy enterprise registration certificate or other equivalent papers of the separated.
  2. Resolutions and decisions of the separated company on the separation of the company.
  3. A copy of the meeting minutes of the Members’ Council (for multi-member limited liability companies), or the General Meeting of Shareholders (for joint-stock companies) of the separated company on the separation.
  • Quantity: 01 set.

B. SEQUENCE.

Step 1: All members of the enterprise shall mutually agree to ratify a resolution or decision on partly separation of the company and the company’s charter. Such members include: the Members’ Council (for multi-member limited liability companies), the Owner (for single-member limited liability companies), or the General Meeting of Shareholders (for joint-stock companies).

A resolution or decision on partly separation of the company shall include the following contents:

  • Name and headquarter’s address of the separated company;
  • Names of the new companies;
  • Labour usage plan;
  • Method for separation;
  • Values of assets, rights, and obligations transferred from the separated company to the new company;
  • Term for completing the separation.

Step 2: This resolution or decision shall be sent to all creditors, clients, and employees within 15 days from its ratification date.

Step 3: Shareholders of each new company shall ratify its charter, elect or designate the Board of Directors, the Director/General Director, and apply for enterprise registration.

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

Note: The separated company shall register the change in charter capital, the quantity of members/shareholders in proportion to their stakes/shares, and quantity of decreased members/shareholders.

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