File for business registration for a private enterprise converting into a partnership company with foreign investors: what does it include?
What is a partnership company according to the law?
Pursuant to Clause 1, Article 177 of the Law on Enterprises 2020, the concept of a partnership company is defined as follows:
A partnership company is an enterprise in which:
+ There must be at least 02 members who are co-owners of the company, jointly conducting business under a common name (hereinafter referred to as general partners). In addition to general partners, the company can have additional capital-contributing members;
+ General partners must be individuals and are responsible for the obligations of the company with all their assets;
+ Capital-contributing members can be individuals or organizations and are only responsible for the company’s debts up to the amount of capital they have committed to contribute.
What documents are needed for business registration for a private enterprise converting into a partnership company with foreign investors?
What are the regulations regarding business registration for a partnership company?
According to the provisions of Article 22 of Decree 01/2021/ND-CP on business registration documents for a partnership company, the required documents include:
- Business registration application form.
- Company charter.
- List of members.
- Copies of the following documents:
+ Legal documents of the individual for members who are individuals; Legal documents of the organization for members that are organizations; Legal documents of the individual for the authorized representative and the authorization document.
For members who are foreign organizations, copies of legal documents of the organization must be consular legalized;
+ Investment registration certificate, in case the enterprise is established or participates in the establishment by foreign investors or economic organizations with foreign capital according to the provisions of the Law on Investment and its guiding documents.
What documents are needed for business registration for a private enterprise converting into a partnership company with foreign investors?
According to the provisions of Clause 1, Article 26 of Decree 01/2021/ND-CP, the business registration documents for a private enterprise converting into a partnership company with foreign investors include:
- Business registration documents stipulated in Article 22 of Decree 01/2021/ND-CP excluding the Investment Registration Certificate stipulated in point b, Clause 4, Article 22 of this Decree:
+ Business registration application form.
+ Company charter.
+ List of members.
+ Copies of the following documents:
++ Legal documents of the individual for members who are individuals; Legal documents of the organization for members that are organizations; Legal documents of the individual for the authorized representative and the authorization document.
For members who are foreign organizations, copies of legal documents of the organization must be consular legalized;
- The dossier must be accompanied by the following documents:
+ Written commitment from the owner of the private enterprise regarding personal liability with all their assets for all unpaid debts and the commitment to pay the full amount of debt when due;
+ Written agreement between the owner of the private enterprise and the parties to the unliquidated contracts regarding the acceptance and continuation of those contracts by the converted company;
+ Written commitment or agreement between the owner of the private enterprise and the capital-contributing members regarding the acceptance and use of the existing labor force of the private enterprise;
+ Transfer contract or documents proving the completion of the transfer in case of capital transfer of the private enterprise; Donation contract in the case of capital donation of the private enterprise; Copy of the document confirming the lawful inheritance of the heir in case of inheritance according to the provisions of the law;
+ Document from the Investment Registration Authority agreeing to the capital contribution, share purchase, purchase of contributed capital by foreign investors or economic organizations with foreign capital for cases requiring procedures for registration of capital contribution, share purchase, purchase of contributed capital according to the provisions of the Law on Investment.
How is the business registration form for a private enterprise converting into a partnership company with foreign investors regulated?
The business registration form for a private enterprise converting into a partnership company with foreign investors is stipulated in Appendix I-5 issued together with Circular 01/2021/TT-BKHDT as follows:
Download the business registration form for a private enterprise converting into a partnership company with foreign investors: here
LawNet
