New establishment of separated company as joint stock company

a) Implementation order:

·            General Assembly of Shareholders of separating company approves the resolution on separation of the company in accordance with the provisions of this law and the charter of the company.

·            Resolution on separation of the company must be sent to all creditors and notified to employees within 15 days from the date of approval.

·            Shareholders of separated company approve the Charter, elect or appoint Chairman of the Board of Directors, Director or General Director and conduct enterprise registration.

·            After enterprise registration, separating company and separated company jointly take responsibility for unpaid debts, labor contracts and other property obligations of the separating company, except where the separating company, newly established companies, creditors, customers and employees of the separating company agreed otherwise.

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

c) Documents, including:

·            Resolution on separation of company;

·            A valid copy of meeting record of General Assembly of Shareholders on separation of company;

·            A valid copy of the enterprise registration certificate or other equivalent documents of the separated companies;

·            Enterprise registration documents for joint stock company of the separated companies.

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: The enterprise registration certificate/ Notice on amending and supplementing enterprise registration documents.

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

k) Name of form, declaration:

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

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

·        List of shareholders as foreign investors (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, 193 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).