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.
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.
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