Enterprise merger procedure
01. Conditions for application
One or some companies (hereinafter referred to as acquired companies) may be merged into another company (hereinafter referred to as the acquirer) by transferring all assets, legitimate rights, obligations, and interests to the acquirer. After that, the acquired companies shall cease to exis
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 merger contract and a charter of acquiree company
Step 2: Members, the owners, or shareholders of each of relevant companies shall ratify the acquisition contract, charter of the acquirer, and apply for registration of the acquirer as prescribed by this Law. The acquisition contract shall be sent to all creditors and notified to all employees within 15 days from the ratification date;
Step 3: Submit the merger registration file to Business Registration Office (“BRO”) where the acquirer company is 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 acquirer company.
Step 5: Within 03 working days from the date on which the acquirer company is issued the Enterprise Registration Certificate, the BRO shall terminate the existence of acquiree companies in the National Port of Enterprise Registration.