In case of replacement of owner of a single member limited liability company in Vietnam due to inheritance, is it required to change enterprise registration information?
- In case of replacement of owner of a single member limited liability company in Vietnam due to inheritance, is it required to change enterprise registration information?
- After the single member limited liability company changes enterprise registration information, where must the corresponding changes be publicly announced?
- Is a single member limited liability company in Vietnam required to append a seal on the notification of changes to enterprise registration information?
In case of replacement of owner of a single member limited liability company in Vietnam due to inheritance, is it required to change enterprise registration information?
Pursuant to Article 53 of Decree No. 01/2021/ND-CP stipulating as follows:
Registration of replacement of owner of a single-member limited liability company
…
3. In case of replacement of owner of a single-member limited liability company due to inheritance, the inheritor shall send the application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:
a) A notification of replacement of owner of the single-member limited liability company bearing the signature of the new owner or his/her legal representative;
b) The copy of the amended charter of the company;
c) Copies of legal documents of the inheritor that is an individual, or copies of legal documents of the inheritor that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative.
If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
d) The copy of certificate of the inheritor’s lawful right to inheritance.
...
Thus, in case of replacement of owner of a single-member limited liability company due to inheritance, the inheritor shall send the application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered.
The application includes the following documents:
- A notification of replacement of owner of the single-member limited liability company bearing the signature of the new owner or his/her legal representative;
- The copy of the amended charter of the company;
- Copies of legal documents of the inheritor that is an individual, or copies of legal documents of the inheritor that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative.
+ If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- The copy of certificate of the inheritor’s lawful right to inheritance.
In case of replacement of owner of a single member limited liability company in Vietnam due to inheritance, is it required to change enterprise registration information?
After the single member limited liability company changes enterprise registration information, where must the corresponding changes be publicly announced?
According to the provisions of Article 32 of the 2020 Law on Enterprises in Vietnam as follows:
Publishing of enterprise registration information
1. After an enterprise is granted the Certificate of Enterprise Registration, it shall announce it on the National Enterprise Registration Portal and pay the fee as prescribed by law. The announcement shall include the content of the Certificate of Enterprise Registration and:
a) The enterprise’s business lines;
b) The list of founding shareholders and foreign shareholders (for joint stock companies).
2. Any change to enterprise registration information shall be announced on the National Enterprise Registration Portal.
3. The information mentioned in Clause 1 and Clause 2 of this Article shall be published for 30 days.
Thus, after the single member limited liability company changes enterprise registration information, the corresponding changes must be publicly announced it on the National Enterprise Registration Portal.
Is a single member limited liability company in Vietnam required to append a seal on the notification of changes to enterprise registration information?
Article 4 of Decree No. 01/2021/ND-CP stipulates as follows:
Rules for enterprise registration
1. The enterprise’s founder or the enterprise shall complete the application for enterprise registration and take legal responsibility for the legitimacy, truthfulness, and accuracy of information therein and reports.
2. In case a limited liability company or a joint-stock company has more than one legal representative, the legal representative who follows enterprise registration procedures must ensure and assume responsibility for performance of his/her rights and obligations as prescribed in Clause 2 Article 12 of the Law on enterprises.
3. The business registration authority is responsible for the legitimacy of the application for enterprise registration, not violations against the law committed by the enterprise before and after the enterprise registration.
4. The business registration authority does not have the responsibility to settle disputes between members or shareholders of the company, or between them with other entities, or between the enterprise and other entities.
5. The enterprise is not required to append a seal on the application form for enterprise registration, notification of changes to enterprise registration, resolutions, decisions and minutes of meeting included in the application for enterprise registration. Appending seal on other documents included in the application for enterprise registration shall comply with relevant laws.
Compared with the above regulations, single member limited liability companies are not required to append a seal on notification of changes to enterprise registration information.
LawNet
