Business registration for merging company that is a joint-stock company

A. PROFILE COMPOSITION

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

  1. Merger contract.
  2. Resolution, decision, and a copy of meeting minutes ratifying the merger contract of the merging companies.
  3. Resolution, decision, and a copy of meeting minutes ratifying the merger contract of the Members’ Council (for multi-member limited liability companies, and partnerships), or the General Meeting of Shareholders (for joint stock companies) of the merged companies, except where the merging company is a member, shareholder owning more than 65% of the charter capital (for limited liability companies, and partnerships), or voting shares (for joint-stock companies) of the merged company.
  4. A valid copy of the enterprise registration certificate or other equivalent papers of the merged and merging companies.
  5. Documents specified in Chapter VI of Decree No.01/2021/ND-CP on business registration (depending on the information the merging company wants to change such as company’s name; head office address; charter capital; information of legal representative; business lines, etc.).
  6. Notice of change in enterprise registration information (Appendix II-1).
  7. List of founding shareholders (Appendix I-7) and list of shareholders being foreign investors (Appendix I-8).
  8. Power of attorney (when the person submitting the application and receiving the result is not the legal representative).

2. In case after the merger, the business registration information of the merging company remains unchanged:

  1. Notice of supplementation and update of enterprise registration information (Appendix II-5).
  2. Merger contract.
  3. Resolution, decision, and a copy of meeting minutes ratifying the merger contract of the merging companies.
  4. Resolution, decision, and a copy of meeting minutes ratifying the merger contract of the Members’ Council (for multi-member limited liability companies, and partnerships), or the General Meeting of Shareholders (for joint stock companies) of the merged companies, except where the merging company is a member, shareholder owning more than 65% of the charter capital (for limited liability companies, and partnerships), or voting shares (for joint-stock companies) of the merged company.
  5. A valid copy of the enterprise registration certificate or other equivalent papers of the merged and merging companies.
  6. List of founding shareholders (Appendix I-7) and list of shareholders being foreign investors (Appendix I-8).
  7. 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 merger, the merging company shall send a dossier to the Business Registration Authority where the merging company is headquartered to terminate the existence of the merged companies.

  • Quantity: 01 set.

B. SEQUENCE

Step 1: Prepare a merger contract and a charter of the merging company.

The merged companies shall prepare a merger contract with the following contents:

  • Name, head office’s address of merged companies.
  • Name, head office’s address of merging company.
  • Procedures and conditions for merger.
  • Labour usage plan.
  • Methods, procedure, time, and conditions for the transfer of assets, shares, stakes, and bonds of the merged company into that of the merging company.
  • Duration for implementation of the merger.

Step 2: The members, owners, or shareholders of the companies shall ratify the merger contract and the merging company’s charter and apply for registration of the merging company.

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

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

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

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

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

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

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

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