Registerting the change of owner of one-member limited liability company
01. Conditions for application
If owner of an one-member limited liability company completely transfer, donate or leave inheritance to another person. The new owner must carry out the procedure for changing owner within 10 days from the date of change.
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
* Documents for donating or transferring completly
1. Notification of change of enterprise registration content;
2. Valid copy of identification document of individual transferee or enterprise registration certificate or equivalent of institutional transferee. List of authorized persons and documents proving the authorization to such persons.
3. Valid copy of amended charter;
4. Capital purchase agreement or other documents providing the completion of the transfer; or donation contract; or decision of competent authority on change of owner of the state-owned company.
5. Approval of Department of Planning and Investment on the acquisition of foreign investors.
* Documents for completly leaving inheritance
1. Notification of change of enterprise registration content
2. Valid copy of amended charter
3. Valid copy of one of identification document of individual heir or enterprise registration certificate or equivalent of insitutional heir;
4. Valid copy of a document certifying that the lawful inheritance right of the heir.
Step 2: The new owner shall submit the file at Business Registration Office (“BRO”) where the company is headquartered within 10 days from the date of change.
Step 3: The BRO shall, within 03 business days from the date of receipt of the file, assess the file and issue an amended enterprise registration certificate, or in case of refusal, notify the applicant for amendment and clearly specify the reasons for refusal.