Business registration for multi-member limited liability 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 MULTI-MEMBER LIMITED LIABILITY COMPANY.

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

A valid copy enterprise registration certificate or other equivalent papers of the separated.
Resolutions and decisions of the separated company on the separation of the company.
A copy of the minutes of the Members’ Council 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 a resolution or decision on the separation of the company and the company’s charter. Such members include: the Members’ Council (for multi-member limited liability companies), the Owner (for one-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: Members of each new company shall ratify its charter, elect or designate the Chairman of the Members’ Council, the Director/General Director, and apply for enterprise registration.

Step 4: Registration for a new company that is a multi-member limited liability company.

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