Registration for change of a merging company as one member limited liability company

a) Implementation order:

·      One or several companies (hereinafter referred to as the merged companies) may be merged into another company (hereinafter referred to as the merging company) by transferring all assets, legitimate rights, obligations and interests to the merging company, while the merged companies shall cease to exist.

·      Relevant companies shall prepare the merger contract and draft of the merging company's charter.

·      Members, owners and relevant shareholders shall adopt the merger contract, the merging company's charter and carry out the enterprise registration to the merging company under the provisions of the Enterprise Law. The merger contract shall be sent to all creditors and notified to employees within 15 days from the date of adoption.

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

·      If the enterprise registration contents of the merging company remain unchanged after merger, within 10 working days from the date of completion of the merger, the merging company shall send a Notice on supplement and update of enterprise registration information in accordance with the form prescribed in Annex II-5, Circular No. 20/2015/TT-BKHDT to Business registration office where the merging company registered its head office in order to cease to exist by the merged companies. It is required to send the papers as prescribed in Clause 4, Article 95 of the Enterprise Law.

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 the enterprise registration documents via electronic network

c) Documents, including:

·      The merger contract;

·      The Resolution and Meeting record to adopt the merger contract of the merging company;

·      Resolutions and minutes of meetings through the merger contract of the merged companies, except if the merging company is a member owning more than 65% of charter capital or shares with voting rights of the merged company;

·      A valid copy of Enterprise registration certificate or other equivalent documents of the merging company and merged companies;

·      Registration documents for change of Enterprise registration contents corresponding to the contents for change of the merging company after the merger.

·      Notice on supplement and update of enterprise registration information

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:

·      Form and declaration for the contents for change as prescribed in Administrative procedure 2: Registration for change of contents in Enterprise registration certificate and Administrative procedure 3: Notice on change of the enterprise registration

1.          Thông báo thay đổi nội dung đăng ký doanh nghiệp (Phụ lục II-1, Thông tư số 20/2015/TT-BKHĐT);

Notice on supplement and update of enterprise registration information (Annex II-5, Circular No. 20/2015/TT-BKHDT).

            Danh sách người đại diện theo ủy quyền (Phụ lục I-10, Thông tư số 20/2015/TT-BKHĐT).

l) Requirements and conditions for procedure implementation: Defined in Article 28, 195 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).