New establishment of a consolidated company as a joint stock company

a) Implementation order:

·      The consolidating companies prepare the consolidation contract.

·      Members, owners and shareholders of the consolidating companies adopt the consolidation contract and the charter of the consolidated company; elect or appoint the Board of Directors, Director or General Director of the consolidated company and carry out the enterprise registration to the consolidated company under the provisions of the Enterprise Law.

·      The consolidation contract shall be sent to all creditors and notified to employees within 15 days from the date of adoption.

·      After the enterprise registration, the consolidating companies shall cease to exist; the consolidated company shall be entitled to the legitimate rights and interests, responsible for unpaid debts, labor contracts and other property obligations of the consolidating companies.

b) Implementation method: The company directly submits documents to the Business registration office where the company registered its head office or submits the enterprise registration documents via electronic network

c) Documents, including:

·      The consolidation contract;

·      The Resolution and Meeting record to adopt the consolidation contract of the consolidating companies;

·      A valid copy of Enterprise registration certificate or other equivalent documents of the consolidating companies.

·      Enterprise registration documents of a joint stock company for the consolidated company.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within 03 (three) working days, after receipt of full valid documents.

e) Implementing agency: Business Registration Office - Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals, organizations.

h) Results of administrative procedures: Enterprise Registration Certificate/ Notice on amendment and supplement of enterprise registration documents

i) Fees: VND 200,000 (Circular No. 176/2012/TT-BTC) (Payment by the time of filling).

k) Name of form, declaration:

·      Request for registration of a joint stock company (Annex I-4, Circular No. 20/2015/TT-BKHDT);

·      List of founding shareholders (if any) (Annex I-7, Circular No. 20/2015/TT-BKHDT);

·      List of foreign investors as shareholders (Annex I-8, Circular No. 20/2015/TT-BKHDT).

·      List of authorized representatives (Annex I-10, Circular No. 20/2015/TT-BKHDT).

l) Requirements and conditions for procedure implementation: Defined in Article 28, 194 of the Enterprise Law and Article 24 of Decree No. 78/2015/ND-CP

m) Legal basis of administrative procedures:

·      The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

·      Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

·      Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);

·      Circular No. 176/2012/TT-BTC dated 23/10/2012 of the Ministry of Finance providing for the collection level, collection regime, payment, management and use of fees of enterprise registration, business household registration and enterprise information supply fee (Circular No. 176/2012/TT-BTC).