Enterprise consolidation procedure
01. Conditions for application
Two or some companies (hereinafter referred to as consolidating companies) may consolidate into a new company (hereinafter referred to as consolidated company). After that, consolidating companies shall cease to exist.
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:
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 institutional 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. The consolidation contract must contain the consolidating companies’ names, headquarter addresses; the consolidated company’s name and headquarter address; procedures and conditions for consolidation; employment plan; time limit and procedures for transferring assets, stakes, shares, bonds of the consolidating companies to the consolidated company; time limit for consolidation; draft charter of the consolidated company;
8. Resolutions on approving the consolidation of consolidated companies
9. Copies of Enterprise registration or equivalent of consolidated companies.
Step 2: Members/owners/shareholders of consolidating companies shall approve Consolidation Contract, Charter of consolidated company, and appoint Chairman of Member Council, President, Board of Directors, Director or General Director of consolidated company, and must send the Consolidation contract to creditors and notify it to laborers within 15 days from the date of approval.
Step 3: Submit the file of registration of consolidation at Business Registration Office (“BRO”) where the consolidated company is anticipated to be located.
Step 4: The BRO shall, within 03 working days from the date of receipt of valid file, issue an Enterprise Registration Certificate for the consolidated company.
Step 5: Within 03 working days from the date on which the consolidated company is issued the Enterprise Registration Certificate, the BRO shall terminate the existence of consolidating companies in the National Port of Enterprise Registration.