New establishment of a separated company as limited liability company with more than two member

a) Implementation order:

·      Limited liability company can separate by transferring part of the existing assets, rights and obligations of the company (hereinafter referred to as the separating company) to establish one or a number of limited liability companies (hereinafter referred to as the separated company) without termination of the existence of the separating company.

·      The Board of Members of the separating company approves the resolution on division of the company under the provisions of the Enterprise Law and charter of the company.

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

·      Member of the separated company approve the Charter, elect or appointsChairman of the Board of Members, Director or General Director and carry out enterprise registration under regulations of the Enterprise Law.

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

b) Implementation method: The company or authorized representative 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 the company;

·      A valid copy of meeting record of Board of Members;

·      A valid copy of enterprise registration certificate or other equivalent documents of the separating company;

·   Enterprise registration documents for One member limited liability company of 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 limited liability company with more than two members (Annex I-3, Circular No. 20/2015/TT-BKHDT); 

·      List of members of limited liability company with more than two members (Annex I-6, 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).