Registration of division of a limited liability or shareholding company
01. Conditions for application
In case a limited liability company / a shareholding company wishes to divide into many other companies, it must carry out procedures for division of an enterprise.
02. Applicable laws
1. 2014 Law on Enterprise
2. Decree No. 78/2015/NĐ-CP
3. Decree No. 108/2018/NĐ-CP
4. Circular No. 02/2019/TT-BKHĐT
Step 1: Prepare a set of the following documents
Each transferee company existed after the division must prepare
1. Request of registration of enterprise
3. List of members of limited liability company with 02 or more members/shareholders, foreign investors and authorized person of foreign institutional shareholder of joint-stock company.
4. Identification document of individual members/shareholders
5. Decision on establishment, Enterprise Registration Certificate or equivalent of insitutional members/shareholders; Identification documents and decision on authorization on authorized persons of institutional members/shareholders
6. Investment Registration Certificate if the transferee company is established by foreign investors or foreign-invested enterprises under Investment Law.
7. Resolution on total division must contain basic information including the transferor company’s name, headquarter addresses, names of transferee companies; rules, method, and procedures for asset division; employment plan; method, time limit, and procedures for transferring the transferor company’s stakes, shares, bonds to transferee companies; rules for fulfillment of the transferor company’s obligations; time limit for division. The Resolution on total division shall be sent to all creditors and notified to all employees within 15 days from the ratification date;
8. Valid meeting minutes on the division of Member Council or Board of Directors
Step 2: Submit the file of registration of establishment of transferee companies at Business Registration Office (“BRO”) where they are located
Step 3: The BRO shall, within 03 working days from the date of receipt of valid file, issue an Enterprise Registration Certificate to each transferee company.
Step 4: Within 03 working days from the date on which the transferee companies receive Enteprise Registration Certificate, the BRO shall terminate the existence of transferor company and any representative office, branch and business location thereof on the National Portal of Enterprise Registration.