Registration of partial division of a company
01. Conditions for application
Procedures relating to partial divison of a company:
- Establishment of transferee company
- Change of enterprise registration content of transferor company
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 establishment of transferee company
1. Request of enterprise registration
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 partial division must contain basic information including the transferor company’s name, headquarter addresses, names of transferee companies; employment plan; division method; value of assets, rights and obligations transferred from the transferor company to the transferee companies; time limit for division. The Resolution on partial 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
9. Valid copy of Enterprise registration of transferor company or equivalent
- Documents for change of charter capital of transferor company
1. Notification on change of enterprise registration content
2. Valid decision and meeting minutes about change of charter capital issued by owner of one-member limited liability company, Member Council of limited liability company with 02 or more members, and Board of Directors of joint-stock company.
3. Approval of Department of Planning and Investment on acquisition of foreign investors.
- Documents for notification of updating information about foreign investors:
1. A notification on the update of enterprise’s information
Step 2: Submit the file of registration of transferee company at Business Registration Office (“BRO”) where the company is anticipated to be located and submit the file of changing the enterprise registration content of transferor company where the company is located.
Step 3: Within 03 working days from the date of receipt of valid file, the BRO shall issue Enterprise Registration Certificate to both transferee and transferor companies.