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 COMPANY
In addition to the above documents, in case of partial separation of the company, the dossier shall include supplementarily:
- 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 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: 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.
Note: The partly 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.
