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 partial separation of the company, the dossier shall include supplementarily:

  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 minutes of the Board of Members for a multi-member limited liability company (of the separated company), of the General Meeting of Shareholders for a joint-stock company (of the separated company) on the separation of the company.
  • Quantity: 01 set.

B. SEQUENCE

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

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.
  • Plan for using
  • Method for separation;
  • Values of assets, rights and obligations transferred from the partly separated company to the new companies.
  • The company’s 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 partly 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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