1. What is merger of enterprises?
Foreigners who lose or damage their temporary residence card for any reason do not need to notify or ask for confirmation of the loss or damage, but only need to complete the procedures for applying for a temporary residence card.
2. Conditions for merger of enterprises
Merger of enterprises are one of the forms of economic concentration. Therefore, before conducting a merger, companies need to pay attention to two following issues:
(i) Not performed when the merger has the effect or is likely to have a significant anticompetitive effect in the Vietnamese market.
(ii) In case of merger of enterprises falling within the threshold of economic concentration notification, the merging enterprises must submit an economic concentration notification dossier to the National Competition Commission.
3. Order of merger of enterprises
Step 1: The involved companies prepare the merger contract and draft the charter of the merging company.
Step 2: Members, company owners or shareholders of related companies approve the merger contract and the company’s charter.
Step 3: Conducting business registration of the merging company. In case after the merger of an enterprise, the enterprise registration information of the merging company does not change, the merging company shall send a Notice of addition and update of business registration information according to the form to the Department of Business Administration. Business registration where the merged company is headquartered to terminate the existence of the merged company.
Step 4: The business registration authority updates the legal status of the merged company on the National Business Registration Database and changes the business registration contents for the receiving company merger.
* Note:
– The merger contract shall be sent to the creditors and employees within 15 days from the date of approval.
– After the merging company is registered, the merged company shall cease to exist. The merging company shall inherit the lawful rights and interests, liabilities, unpaid debts, employment contracts and other obligations of the merged company under the merger contract.
4. Profile composition
* In case the merged company changes its business registration:
– Merger contract;
– The resolution or decision and meeting minutes approving the merger contract of the merging companies;
– The resolution or decision and meeting minutes approving the merger contract of the merged companies, unless the merging company is a member or shareholder owns more than 65% of the charter capital or shares with voting rights. of the merged company;
– A true copy of the Certificate of Business Registration or other equivalent papers of the merging companies and the merged companies;
– Notice of change of business registration contents together with other documents (if any) depending on the content the company wants to change.
– Authorization letter for individuals to carry out procedures related to business registration.
* In case the merging company does not change the business registration contents:
– Notice on the addition and update of business registration information;
– Merger contract;
– The resolution or decision and meeting minutes approving the merger contract of the merging companies;
– Authorization letter for individuals to carry out procedures related to business registration.
5. Settlement time
Within 03 (three) working days from the date of receipt of complete and valid dossiers.
6. Fees
– Enterprises that register on the National Business Registration Portal are exempt from business registration fees.
– Publishing of enterprise registration information: 100.000 VND/time.
Merging companies is complex legal progress, in order to make sure everything is legit and as well as ensuring the benefits of the parties and minimize risks, you can contact HTLaw for M&A service.
Contact us
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- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.