Business registration for multi-member limited liability company established on the basis of company division

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 division of the company, the dossier shall include:

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

B. SEQUENCE

Step 1: All members of the enterprise shall mutually agree to ratify resolution or decision on fully division 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 division of the company shall include the following contents:

  • Name and headquarter’s address of the divided company.
  • Names of the new companies.
  • Rules and procedures for division of the company’s assets.
  • Plan for using
  • Method for division; time limit and procedures for transfer of shares/stakes from divided company to new companies.
  • Rules for settlement of the divided company’s obligations.
  • The company’s division time.

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 Board of Members, the Director/General Director and apply for enterprise registration.

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

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