Business registration for single-member limited liability companies established based on the division of enterprise

A. PROFILE COMPOSITION.

An applicant shall prepare documents for business registration as specified in Article 24 of Decree No.01/2021/ND-CP.

Please follow the link to get the procedure for REGISTRATION OF ESTABLISHMENT OF A SINGLE-MEMBER LIMITED LIABILITY COMPANY

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

  1. A certified copy of the 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 meeting minutes of the Members’ Council (for multi-member limited liability companies), or the General Meeting of Shareholders (for joint-stock companies) of the divided company on it’s division.
  • Quantity: 01 set.

B. SEQUENCE.

Step 1: All members of the enterprise shall mutually agree to ratify the resolution or decision on dividing the company and the company’s charter. Such members include: the Members’ Council (for multi-member limited liability companies), the Owner (for single-member limited liability companies), or the General Meeting of Shareholders (for joint-stock companies).

A resolution or decision on the 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 dividing the company’s assets.
  • Labor usage plan.
  • 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.
  • Term for completing the division.

Step 2: This resolution or decision shall be sent to all creditors, clients, and employees within 15 days from its ratification date;

Step 3: The owner of each new company shall ratify its charter, elect or designate the Chairman of the Members’ Council, the President, the Director/General Director, and apply for enterprise registration.

Step 4: Register for a new company that is a single-member limited liability company.

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